The Shadow And The Flame
by Twilight Destroyer
Summary: From the darkness...has come a terrible evil. He does not want the Omnitrix. He does not want to conquer the world. He wants Benjamin Tennyson. DEAD.
1. Hero Of The Day

_**The Shadow And The Flame**_

Chapter 1: Hero of the Day

_**A wise man once said, "Heroing is one of the shortest lived professions there is."**_

_**Too bad for you, child.**_

_**What was your name again?**_

_**Ah yes.**_

_**Benjamin Tennyson...**_

* * *

Somewhere on Earth.

A normal forest, on a normal night.

And then, with a baleful shrieking noise, like the screams of the damned escaping from some infernal punishment, things were not so normal any longer.

* * *

Somewhere else on Earth...

Ben Tennyson was in one of his usual states, that is, he was deathly bored.

And lacking any other means to rectify it, Ben was settling for kicking a rock ahead of him down the street.

Why was Ben doing this? Simply put, he had missed the bus to school, and his dad had already gone to work, and his mom had told him to walk.

It wasn't that far, but Ben hated it anyway. Well, in a sense. In reality he was displacing his anger at himself for missing the bus to begin with. Lacking any target, he settled on the rock. It also helped with his boredom.

Why, might you ask, did Ben not turn to far more OBVIOUS solutions to his boredom? Ah, read on, gentle readers...

All will soon become clear.

Though clarity was the LAST thing that came to Ben when he finally arrived at Madison Elementary...and found chaos.

Perhaps not the kind of expected chaos though. There was no property damage. There were no strange, mysterious black vehicles, or even any sign of the authorities. There weren't even any teachers, which made the scene all the stranger.

For before Ben, in the recess grounds, was strewn the bodies of the boys of Madison. They were not dead, but that was little comfort, this strange sight of their fallen forms. Some lay still, others moved with groaning noises of pain, and others sat partially up, clutching their injuries. Bruises and bumps covered everyone, occasionally marred with a streak of blood.

"Wha...!?" Ben exclaimed, looking at the sight before him. "What in the world...?"

"Ben!" Came a familiar voice, one that would sometimes put his nerves on end, but in this case, the job had already been done, as Gwen appeared from Ben's side, having been tending to the wounded, perhaps.

"Gwen? What happened here?" Ben said, as he slung his backpack off.

"It was the Macguffin Tech boys! They came here and beat everyone up!"

"They did...wow, good day to miss the bus." Ben commented. Gwen looked annoyed.

"Don't joke! They're led by Simon Nero...he's nuts! He says he's going to take over Bellwood with his gangs of students and ferocious bosses!"

"And he's gonna." Said the voice behind Ben, the words underscored by nasty chuckles. Ben slowly turned around.

The boys were maybe a little older than Ben, but puberty had apparently kicked in for them long ago. Dressed in menacing dark jeans and red and black T and sweatshirts, the three boys advanced on Ben, somehow coming off as more threatening than mere bullies. Maybe it was their walk.

"Good thing we stuck around, Moose." The one on the right said.

"Knew we'd missed a scrap or two." Moose replied.

"Less problems for Simon." The last one said, as the three closed the gap. Ben seemed oddly unconcerned.

"Get ready to bleed shorty!" Moose's left goon yelled as he broke from the pack and charged at Ben.

As Ben casually lifted his left arm.

And curled his fingers into a fist, the tension shooting through the muscles down his hand and past his wrist...

His bare, empty wrist, unadorned by anything, much less an amazing device of DNA recombination.

And strangely, Ben didn't seem much bothered by that at all.

As Left Goon swung a fist at Ben, and Ben ducked underneath it, sliding beneath the over-enthused thug in training and slamming his own fist into the stomach of Left Goon. His air left him in an explosive gasp, and he tumbled to the ground

"Next." Ben said dismissively, as Moose and Right Goon stared in shock. It didn't last long.

"YOU ARE DEAD YOU...!" Moose snarled as he himself charged. Instead of a looping hook, he threw a jab.

Ben kicked him in the chest, estimating his legs were longer than the thug's arms. He was right, and Moose went stumbling back as Right Goon came on the attack...

And ran right into a twisting elbow jab, as Ben used the absorbed momentum of Moose's impact to pivot and spin, twisting to the side ever so slightly so that Right Goon's attack missed him and Right Goon ran right into Ben's elbow, knocking himself out.

"Owtch!" Ben yelped, grabbing his arm and rubbing it. "I'd expected an empty head, not a bonehead."

"...that's TERRIBLE." Gwen said. Ben gave her a brief raspberry.

"AUGHHHHHHH!" Moose screamed, running in for the attack again.

Ben turned and dodged into the blow again, spinning around and planting his hand into Moose's back, pushing him hard. Moose crashed into his left hand goon, both of them going down in a tangle of limbs, their heads slamming together in the process. They did not get back up.

"You try it sometime Gwen." Ben said. "These guys beat up everyone?"

"Yeah, but not just that Ben! They kidnapped Tara!"

And for the first time, Ben looked worried.

"Tara? You mean prettiest girl in the class and you won't stop bugging me about it Tara?"

"Yeah!"

"...aw man! She has my geography notebook! I'm not gonna start all over with a new one! I worked HARD on those doodles!" Ben cursed, and with that he turned and ran off, leaving his backpack behind.

He didn't need it. All he needed was what lay within him, and a cause, and a general direction.

And Ben had all three.

Until he stopped.

"...ferocious bosses?"

Ben pondered the strange choice of words for another moment, and then continue his run.

* * *

A few hours later...

The students had definitely come in gangs, and the 'ferocious bosses', as silly as that had sounded, had been suitably ferocious to have SOME merit in their choice of adjective. It had slowed Ben down, but it hadn't stopped him, and now, his clothes dirty and torn, and his face and fists scuffed and bruised, Ben found himself staring at the front doors of Macguffin Tech Jr High.

THE HELLION'S TURF!

Well that was what Simon supposedly called his personal group of student slash thugs that had been trying to take over Bellwood before Ben had personally beaten them all up. A tiring, painful task.

But none of the so-called Hellions were evident at the moment. Ben took the time to throw back a Karma Jolt energy drink for one last surge. According to intel he'd collected, Tara was being held on the roof of the school.

And since Ben couldn't fly (yes he could? But why?), he'd have to take the stairs. And the front door.

He was three steps past said front door when the reason for the lack of Hellions outside the school became clear.

They were all INSIDE the school, as they began popping out of classroom doors, their faces alternately cross and cocky as they massed in the hallway. Ben stared them down.

The intercom sounded above him.

"So...you made it this far, Ben Ten. But I'm afraid that this IS as far as you come. Crush him into paste!"

And the crackly voice cut off, assumingly of gang leader Simon Nero. Ben stared at his opponents: he was outnumbered at least 12 to 1. In an enclosed space, at that.

"This isn't exactly fair." Ben commented, before grinning wickedly. "Would it help if I closed my eyes?"

The students swarmed over Ben...as he promptly dispatched them with a storm of kicks, punches, and throws, expertly using the crowd's numbers against them to whittle them down until they, like his schoolmates, lay in groaning heaps on the ground.

"Where's Simon?" Ben asked one of the Hellions, holding his shirt twisted in one hand while threatening to strike the Hellion some more with the other.

"Rooftop...with..."

"Thanks." Ben said, as he tossed the Hellion down and footed it down the hallway over their bodies, accidentally stepping on a few of them. A bit of weirdness happened as he could have sworn one of them, upon being stepped on, said "BARF!". They didn't actually 'barf', they just said the word. Weird.

Not so weird was the muscles on muscles teenager who had come down from the stairway while Ben was running towards it.

"You aren't getting' NOWHERE you little...!" The teenager yelled as he swung at Ben with brass knuckles.

As Ben ran to the side and up the wall, leaping off and right over the blow as he smashed his foot across the back of the teenager's head, sending his face smashing into the wall to his right and sending him groaning to the floor with his fellows as Ben landed.

"Whatever." Ben commented as he headed up the stairs.

* * *

Ben hadn't noticed it threatening to rain, but in the few minutes since he'd entered the school the clouds overhead had turned bleak and ugly, as Ben slammed the door open.

He saw Tara first, splendid in a pretty shirt and "skorts" (skirt-shorts) combination, her long red hair tied behind her...and her hands tied above her, chained to a ring embedded in the wall.

And before him stood the tall form of Simon Nero, clad in dockers and a black hooded sweatshirt, the hood drawn up and partly hiding his Asian features, his hands in his pockets.

A flash of lightning split the sky, followed by a booming crack of thunder.

"Ben!" Tara cried. "Help!"

"On it Tara. Give it up Simon!" Ben declared, pointing. "I've beaten all your ferocious bosses! You're finished!"

"Not quite..." Simon replied, as he withdrew one hand from his pocket, tossing away the radio he'd had in it before he drew back his hood, revealing shoulder length black hair and eyes covered by dark shades.

"Ben!" Tara cried again

"So, this is the best Madison could muster." Simon said dismissively, as he withdrew his other hand from his pocket, rolling his slender, strong fingers.

"Funny, that's what your girlfriend said to me last night!"

"...what?"

"I mean...uh...YOUR MOM!"

"You'll be crying for yours." Simon said.

And the skies opened up and rain poured down as Simon Nero charged across the roof and leapt at Ben, striking out with his foot.

Ben caught the blow on his forearm and went with it, rapidly taking several steps back to force Simon to land awkwardly, and then blitzing forward and slamming his forearm into Simon's chest, driving him back. Simon clutched at the injured area, growled, and then spun, slashing a roundhouse at Ben. Ben went into a full split on the ground, Simon's foot whistling over his head as Ben torqued his own leg around and slashed it at Simon's ankle...as he jumped, swinging his leg out and up to the side pull his upper body downward, landing on his right hand and lashing out with his right leg in a super-quick twist that slammed his foot across Ben's face and send him sprawling to the ground as Simon in turn hit the roof, spinning back up to his feet as Ben tried to regain his.

Ben stood into a pistoning jab, his shoulder catching another as he retreated, as Simon followed that up with a slashing kick to Ben's hip. Ben caught the leg in mid blow and tried to shove Simon backwards, but Simon leapt with the movement and backflipped in the air, water spraying from his hair as he completed a 360 rotation and slammed both his feet into Ben's chest. Simon hit the ground again and kipped up...

As Ben charged in, leaping up onto Simon's upper body, grabbing his shoulder with one hand as he pistoned his elbow down on Simon's face with the other arm.

Simon's sunglasses shattered, and he yelled and pushed Ben off, staggering back and holding his head. Ben grinned.

"Yeah, your girlfriend sounded like that too!"

"RAGHHHHHHH!" Simon bellowed, charging in again.

As lightning and thunder tore through the sky, and rain poured down on the roof, forming giant puddles, Ben and Simon traded repeated punches and kicks, neither able to gain the upper hand...before Simon went for a leaping roundhouse and missed, and Ben leapt in turn and drove his foot into Simon's spine, sending him collapsing to the ground on his hands and knees.

"Ready to give up?" Ben asked.

"BEN LOOK OUT!"

Ben hear Tara's scream too late, nor had he noticed Simon reaching into one of his pockets, as Simon whirled and threw the powder into Ben's face, the rain not absorbing enough of the cloud to save him.

"GAHHHHHHHHHH!" Ben screamed, staggering back and clutching his eyes as they burned, tears running down his cheeks.

"BEN!"

Tara spoke too late again, as Simon cracked Ben across the jaw with a right hook and then slammed a foot right between his ribs. Ben staggered, his sense of balance and positioning gone, blind, as he swung wildly, trying to defend himself...

Simon's boot toe buried itself into the side of Ben's head, and Ben whirled from the blow and collapsed, face down in a puddle of gathering rainwater.

"BEN! BEN! NO!" Tara screamed, as Simon looked down at his work.

"Not enough, Tennyson." Simon said, as he began backing up, as Ben struggled to get up, drunkenly pulling himself up to his hands and knees. Grounded or standing, Simon was going to kick his head clean off.

He set his foot on the ground and then pushed off...

As Ben blinked open his eyes, water running from them as they cleared. The stinging powder washed away.

As Simon lunged at him, his foot snapping up...

And Ben turned and charged, lunging in turn under Simon's upraised leg, and as Simon's face froze in surprise Ben twisted and yanked down, using Simon's leg as a lever to hurl him over Ben and through the air.

He crashed against the high fence guarding the edge of the roof with a strangled cry, collapsing to the upraised part and nearly falling off that in turn, as Ben stood up, water running down his face and body, as he clenched his fists...

"NO!" Simon bellowed, as he pushed off the fence and leapt at Ben...

And Ben leapt in turn, scything his right foot and catching the bottom of it right in Simon's chest, sending Ben crashing back down to the ground in a bone-jarring thud, as Simon screamed and flew back the way he came...

And crashed through the fence, the barricade breaking after the second impact and sending Simon tumbling down through empty air.

He screamed all the way down.

Before he crashed into the open dumpster, the impact knocking him senseless.

Ben pushed himself up and staggered over to the edge, looking down at Simon's twitching form lying amongst the garbage.

"...wow...that was metaphorical. And strangely convenient." Ben commented.

"Ben!" Tara called."The key! Simon dropped it! Get me out of here!"

"Coming, coming..." Ben groaned. "Not like I just spent a few hours kicking butt here, oh no..." Ben groaned to himself as he picked up the key and headed over to Tara. At least her handcuffs were easy to unlock.

And as she threw her arms around him, all the pain and trouble was made worth it, as the rain tapered off.

"YAY BEN!"

They were all there for him now, down in the courtyard, all his friends and contemporaries, all cheering him as he went and stood on the edge of the roof, as the sun came up and he waved his arms triumphantly and the crowd lauded him and Tara gave him a peck on the cheek and it almost seemed like a full brass band was playing in the background...

_**"Henh**__**. And I thought the average hero ran their life on delusion."**_

And then, for Ben, everything went black.

* * *

Ben gasped as he regained a sense of self, his cheering crowd and adoring female friend Tara gone, even the Hellions and Simon gone. Though he still seemed to be in Macguffin Tech Jr High...except someone had turned out all the lights, leaving Ben in the dark hallways with only the faint light from doors and fire alarms to provide any illumination.

"What the...wha...?" Ben said, as he whirled around, trying to figure out where he was.

As he heard the faint voice softly begin to sing.

"_99 luftballons..._"

"What? Huh?" Ben said, whirling around some more.

"_Auf ihrem weg zum horizont..."_

Ben could hear a slight tapping noise along with the song, like someone was sounding out the tune along the lockers with a finger as they walked...

"_Hielt man fuer UFOs aus dem all..."_

Now the singing was coming from behind him, as Ben whirled around again.

"_Darum schickte ein General..."_

Ben thought he saw a figure in the corner of his eye, but when he turned again it was gone.

"_'Ne Fliegerstaffel hinterher..."_

"Hey!" Ben yelled.

"_Alarm zu geben, wenn's so waer..."_

The voice was to his side again, and as Ben whirled he saw a dark form.

Then he blinked and it was gone.

"_Dabeit war'n da am Horizont...Nur 99 Luftballons..."_

"SPEAK ENGLISH!" Ben yelled.

"_**As you wish."**_

It was hard to describe what happened then. It was if the whole SCHOOL spun around Ben, like he was the only fixed point. It was brief and jarring, and he staggered back from the effect.

"...what is this? Is that you again Enoch?" Ben called into the darkness. "Or is that you Hex? Heck, uh...is that you Zombozo?"

"_**Um...no...I'm afraid you're in considerably more trouble then that, my young Tennyson..."**_

The light seemed to brighten a bit...as dark curved shadows fell on the lockers before Ben. He whirled around...and again found nothing.

"_**A strange dream...most dream of being heroic in their moments of weakness and envy...and yet you do...but as you are. Without the miracleworker on your wrist. Without the bright flame you have wielded so passionately."**_

And then it was back, as Ben looked at it, the Omnitrix, the alien device that granted him power, the power he had used to become a hero...not with martial arts and strange Battle Royale school battles, but with alien DNA summoned by the spin of the wheel.

"_**Do you grow to resent it already? See it for what it is, the anchor that drags you not down but up, to heights you could never reach otherwise? A whetstone on your potential, drowning it beneath far greater things? Killing your sense of accomplishment?"**_

"...what are you TALKING ABOUT?" Ben angrily asked the darkness.

"_**How did you put it? If you're not a hero, you're a zero? The only thing that renders you a hero with the power to invoke any change is that device, Benjamin Tennyson. Without it, there is no hero. And what does that leave you?"**_

"Screw you! You're lying!"

"_**Am I? Am...I?"**_

And Ben felt something he felt very rarely, the dryness in the back of his throat, felt only the few times when he'd sensed his grandfather or cousin was in truly deadly danger, and he had only so much time to save them. But it had always been an outward directed terror, a fear for others. Never himself.

Until now.

"...who are you?" Ben asked.

"_**Don't you know?"**_

A form blurred by behind Ben, down at the end of the strange school hallway, as Ben whirled around, barely catching the form as it disappeared from view.

"_**I am the echo in the steps of the path you chose."**_

Something flashed over Ben, across the ceiling, too quick to follow, as Ben whirled around again. Normally he'd have long reached for the Omnitrix, selected Fourarms, and proceeded with the smashing, but yet he did not...

"_**I am the crack in the back of your mind that speaks the first thing when you wake and the last thing when you sleep."**_

This time, the form ran across the hallway in front of Ben, but he could make out no detail as it slashed across his vision. All he knew was that it scared him.

"_**I am the snap in the inevitability that lay within the sealing of that device you proudly wear."**_

A whispering wind crawled across the stood-up hairs on the back of Ben's neck.

"_**I am the shadow to your flame. And I am afraid it has burned too brightly for too long."**_

Footsteps behind Ben. And yet he did not turn.

"_**Who am I?"**_

And they stopped.

Ben slowly turned around.

Nothing.

That became something, a face, thrusting out of the shadows, with whispy black hair and an expression that spoke of a thousand venoms.

Ben found himself transfixed.

"_**You know my name."**_ The face said.

Eyes like the abyss.

Smile like the gates of hell.

"_**Hero."**_

* * *

And Ben awoke, his eyes snapping open.

He sat up, blinking, as the sensation of his body and the tangled bedsheets it lay in washed over him, and he realized it had been a dream. The whole thing.

A nightmare.

Ben slowly let out a long breath of air as his sense of reality fully returned to him, no longer seized in the mists of sleep and vision. All just a dream. And it had been a good dream too, before it had gone all weird and _Hellraiser_ on him.

Maybe he should stop sneaking down to the den and watching late night horror films on the Sci-Fi channel.

...nah.

Ben briefly felt the Omnitrix on his left wrist as he lay back down, comforting himself with its presence and weight. Maybe without it he wasn't much, but he did have it, and all that came with it.

Even if he hadn't had a chance to use it much. After that amazing, terrifying summer vacation, every day a new adventure, every night a new experience, Ben's 5th grade year in school had been...dull. Well, there had been Eon. And some other troubles sprinkled throughout the year. But the idea that his life would forever be like that summer had eventually faded from Ben's expectations.

Some would have liked the quiet, but Ben just found it boring.

But soon, it'd be over. It was Tuesday, and this Friday was the last day of school. The next day, Grandpa Max showed up in the Rustbucket. And on that day, Ben was certain, it would be Omnitrix Hero Tour 2: Electric Boogaloo.

Whatever the heck an electric boogaloo was.

Oh yeah, and he'd be stuck with Gwen again. But after a whole school year of her, he was sure he could handle her.

Probably.

He needed more sleep. He was tired.

And thus Ben Tennyson dozed back off.

If he had any more dreams, he did not remember them.

* * *

Somewhere else, a female didn't think she'd be getting any more sleep that night.

"What in the name of Merlin's codpiece WAS that?" Charmcaster cursed, as she dragged the blanket off the bed she was sleeping in to use it as a makeshift robe, as she stalked over to the table in the hotel room she had "fairly acquired" and began pawing through her magical bag.

"Huh...ugh..." Her male companion groaned. Charmcaster ignored him. Ice was good for some fun, but he didn't have much imagination. And if what had sent her screaming out of her restful sleep was any indication, imagination was going to be the LEAST of the requirements for what lay ahead.

"...Cynthia...what the..." Ice said as he rubbed his eyes...and yelped as Charmchaster turned and blasted a purple arc of magical energy at him, sending painful shockwaves through his body. "OW! WHAT THE HELL!"

"DON'T call me by that name." Charmcaster growled. "Call me by my specialty, or by what I like. Or regret it."

"Ugh...fine...Cyn..."

"That's better." Charmcaster said, and resumed looking through her magic bag. Ice rubbed his eyes again and went to smooth down his hair...and then remembered he'd recently shaved his head.

"Did you have to drag the blanket off?"

"Be quiet Ice."

"What's so important?"

"Did you feel it? I thought you were "THE MAN" in magical matters." Charmcaster said with heavy sarcasm.

"You weren't complaining earlier."

"Oh shut up. I don't believe that tantric nonsense and neither do you. If you had any REAL magical talent, you'd have felt it..." Charmcaster said, as she finally pulled the needed charm out of her bag. "Illuminus extant...show me what has..."

The charm exploded in Charmcaster's hand, sending her flopping to the ground with a squawk. Ice hoped his amusement didn't show.

"It's worse then I thought." Charmcaster whispered.

"What is?"

"...why did I..." Charmcaster muttered to herself, as she stood up. A gesture brought purplish-energy around her, and moments later she was clad in her purple pants and jacket, her white hair tied behind her. "Do you remember the basic lessons you learned, Ice? About the auras of magic, and so on?"

"Yeah? So?"

"Worlds have auras too."

"I know that."

"And their nature is solitary."

"...huh?"

"You can't cross between worlds like you would between streets!" Charmcaster snapped. "Sure, there's ways to do it with SCIENCE..." Charmcaster mocked, saying science like it was the most inane of possibilities. "But if you want to do it with magic, you better damn well know what you're doing. You try and bludgeon your way through, chances are you'll end up vaporized, dead, insane, disembodied, in a hell dimension, or worse. And even if you make it, you'll be majorly wiped. You'll hardly show up on a blip in the new world, if that."

"So?"

"So something just broke through...and hit with enough impact to shake the whole world's aura."

Ice stared blankly.

"SOMETHING CROSSED OVER, ICE. Something that landed in our backyard, so to speak, with enough power that sorcerers in CHINA probably felt it. I feel like someone took a jackhammer to my back teeth, it was so potent! We're talking Elder Gods of myth here. Except it's not, or we'd all be annihilated already. Lovecraft got some things right." Charmcaster said. "But there's something out there Ice. Something new. And nothing that arrives like that is EVER benevolent. Something's out there. It's powerful. And it's unfathomably MEAN."

A wicked grin crossed Charmcaster's face.

"And I want in on the ground floor."

* * *

Somewhere on Earth.

Someplace we've seen before.

"What do you reckon it is?" The older man said, as he and his adult son peered down into the smoking crater, 10 feet across. The shotgun he and his son both clutched didn't make him feel much better...especially considering he thought he saw twisting movement down in the bottom of the crater.

"I think it's something we should stay well enough way from, Papa." The son said, as he stepped away from the pit, their camping and hunting trip interrupted by the most horrendous of noises that had scared them from sleep. They'd dressed, loaded up their Remington's, and gone to investigate. And found this, in the middle of the forest, a smoking mass of what had once been trees and earth, and was now scoured black rock.

"If I could just get a signal, damn it..." The son said, turning away from the crater as he pulled out his cell phone. "This was working decently too this evening! What...dad!" The son said, seeing his father having retrieved a long piece of wood from the nearby ground. "What the devil are you thinking?"

"There's something moving down there!"

"DO YOU NOT WATCH HORROR MOVIES? DO YOU REALLY THINK THAT IF SOMETHING IS DOWN THERE, YOU SHOULD **POKE IT**?" The son snapped, walking over and grabbing the stick, tossing it away. "Let's get out of here. Call the police, the government, whatever. THEY can decide what it is." The son said, walking away while holding his father's arm.

"Now stop that! I might be getting old but I'm not an infant!" The father snapped, pulling his arm free.

"We still need to get out of here Papa!"

"I'm coming, I'm coming, just let...me..." The father said, trailing off as he saw the color drain from his son's face. "What?"

And the father turned.

As it emerged from the crater, a slithering mass of tar-like morass, yet impossibly fluid, unnaturally fluid, like someone has distilled the very essence of the night and poured it down before him.

And that, in the end, was precisely what had slithered up before him.

And into him, shooting forward and through his chest.

"DAD!"

There was no blood. No injury.

And yet the father screamed, screamed and clawed at the air, as his son stepped back in horror, as the father thrashed, as darkness spilled forth from within him, mists of shadow that oozed forth from his eyes, mouth, ears, his hands and body, shadows that coursed around him...and above him, as his eyes rolled up and the father fell, collapsing on the ground.

The son was too transfixed at the shifting darkness to see his father was still breathing.

As it flowed back down slightly, shifting and twisting, its mass stretching out...and taking form.

Arms.

Legs.

And a face.

No tentacles. No mouths in chests or hands. No twisted bone structures, impossible muscles, slimy skin, or myriad eyes over slavering fangs.

What formed before the son, as the darkness solidified and settled over the form as several cloaks, as the head's skin faded and tinted to an almost natural paleness as the features fully formed, was simply, terrifyingly...human.

And then it...he was still.

"...ahhhhhhhhhh. Better." The dark man said, and opened his eyes.

In them lay the void. The son was dimly aware of him losing control of his bladder.

"These trips...never pleasant. Needed a recharge. Your arrival...fortunate." The dark man said, looking at the son. "You think otherwise though. Unsurprising."

And as the calm tone smashed over the son's ears, the sound of English...coming out of this THING...

With a terrified scream, the sun hefted his shotgun and fired. The blast rang through the quiet forest.

It punched a hole in the dark man.

Who's expression did not change.

And as the son watched, the hole closed back up, gone within a second.

"..._Actus no facit, reum nisi mens sit rea." _ The dark man said. "In other words, in my opinion, I don't believe that was merited."

It was amazing the son had the presence to cock the shotgun again before he fired. Another hole was blown through the dark man's form.

It fixed itself even swifter.

"Stop that."

BLAM!

"Really, stop."

BLAM!

"I know you're not deaf. I can see every facet of you." The dark man said, as the son cocked the shotgun and pulled the trigger anew.

CLICK.

The dark man cocked his head at the son, as the son realized he was out of ammo...and began stumbling back, fumbling in his pockets for more. The dark man sighed, almost sounding exasperated.

"Really child, if the first four shots didn't do anything, I don't think the next four shots are going to do much better." The dark man said, as the son fumbled his ammunition in his panic, the shells scattering around his feet...

As one went in. The dark man's eyes narrowed.

"Enough of this."

The son never saw the dark man move. One moment he was several feet from him and the next he was seizing the shotgun's end with a dusky hand.

"_**ROT."**_

And the darkness flowed off his arm and into the weapon, shifting through it as hundreds of years of rust and decay began happening in seconds, as the metal and wood of the weapon began to crumble away into dead dust, scattering on the ground around the dark man's feet.

Had the son held onto the weapon, who knows what would have happened to him.

But he didn't, as his last frayed nerve finally broke and he turned and fled, screaming for his mother, screaming for god, just screaming in sheer wordless terror. The devil himself could have little provoked such a reaction.

"Hmmmm." The dark man said, as what remained of the shotgun fell to the ground, continuing to waste away.

It sank into the ground.

And the corruption began to spread. The dark man glanced down.

"Hmmmm?"

As the grass beneath his feet withered and died, a circle of death spreading out from around him, as the trees turned ashen gray and their leaves fell in masses, disintegrating on touch with the ground, as the forest around the dark man, in turn, withered and died.

"Hmmmm." The dark man said once more, as he floated over to the fallen body of the father, the darkness beginning to take root in him too. With a gesture, he dispelled it. He felt it unnecessary. It was not why he was here, after all.

Once, he'd have butchered both father and son, and gloried in their deaths. But that had been a lifetime ago.

He liked to think he was more...refined now.

But for his target, that would prove little comfort.

"...how fragile." The dark man said, as he watched his wasting touch continue to spread. That really shouldn't have happened: his powers were still scrambled from the breaking. But even with that factor, the fact that his destroying touch was able to spread so far from its simple target...

"I wonder if all this world will prove as delicate." The dark man said, as he raised his arm and finally willed the spreading ruin to stop. "I wonder if it's hero will be."

The dark man held out his arms, rolling his fingers as he gathered his power, feeding on the residuals he could gather from the death around him, from the sky above him, from the earth beneath him.

The darkness...

As waves of force exploded from him, and the forest around him disintegrating in a maelstrom of dead wood and ash, as the dark man floated up, his cloaks swaying in the pandemonium he'd unleashed.

The son had barely made it out of range when the chaos erupted, and as he stumbled and turned, staring at the carnage with terrified eyes, he barely noticed the black figure rising up from the turmoil and flying off into the sky.

And with that, the winds and force died, and the dead forest collapsed to the ground, leaving a wasteland over four miles in radius.

Later, police would find the father amongst the ruins...unharmed. And despite many men examining him over the following months, they would find nothing. When the man woke up, he in turn remembered nothing.

Yet for the rest of his life...he never once again grew angry with something, or hated anything. He seemed strangely calm in the face of everything, including the death of his wife. Some thought him cold. The father had no explanation.

He did not understand what had been taken from him. Never understood that from that day, he was no longer whole.

But in terms of obvious injury, the men could find no sign. And with the story of the son, not to mention the forest, the men were at a loss.

But their losses were nothing compared to the ones that would be inflicted in the coming days.

As the dark man flew away through his handiwork...a slight test of his power. Now for the target.

"...Benjamin Tennyson?" The dark man said to himself. "Henh."

Dark days were coming.


	2. The Dark Is Rising

Chapter 2: The Dark Is Rising

_A man came up to me and said_  
_"I'd like to change your mind,_  
_by hitting it with a rock," he said,_  
_"though I am not unkind."_

-They Might Be Giants

Ben Tennyson was bored again. And this time, there was no apparent option to relieve it. Sure, his mom's ham and cheese sandwich was nice and delicious, but it wasn't exactly entertaining.

Though in truth, Ben's packed lunch could have come with a whole circus complete with marching band, and he still wouldn't have found it suitably distracting. Time for the last few days had slowed to a crawl, and now, on Friday, the last day of school, it seemed to be in danger of reversing itself. The anticipation within Ben of what lay beyond the day had built and built to the point where he was practically ready to vibrate off his seat in the school's cafeteria.

Just a few more hours, and then freedom.

To Ben, it may as well have been ten years.

Eventually though, something did come to distract Ben from the sheer monotony of watching time pass.

Gwen joined him at the table.

Ben suddenly found himself wishing for the boredom to return.

"I know, I don't know what they're making these things out of either." Gwen said, deflecting Ben's look of disgust into a comment on the school lunch she had purchased. "It wouldn't surprise me if it was one of your aliens."

Ben tried to ignore his cousin.

"Then again, it's better then Grandpa Max's cooking. Which we'll certainly get re-acquainted with." Gwen teased. She could read her cousin like a book, and knew from the body language she'd observed that Ben was chomping at the bit for school to end so they could get back on the road. Key word being _they_, which Ben would like to think meant him and his 'friends' in the watch rather than him and Gwen until reminded otherwise.

"Ugh. Make like a tree and blow town." Ben muttered.

"Well I would, but the problem is you're already coming along."

Ben just groaned, wishing he had a book to hide behind like the kind Gwen always carried around. Gwen smirked at her needling, and picked at her school meal. She was excited herself, even though Ben would be coming along, and would surely find roughly ten cawillion ways to get into trouble before the trip was done. And only half of those would involve the Omnitrix, she was sure.

You might be wondering why Ben was stuck with his "hated" cousin at school lunch considering the whole city knew he was the source of the alien heroes that had burst onto the scene last year. At first, he'd been the most popular kid in school, having to fight off all the kids who wanted to sit near him at lunch and generally hang out with him.

Then the few "incidents" that had occurred during his school year made his classmates realize that while Ben might turn into alien heroes and was an all around cool guy (said second description existing primarily in Ben's head), the classmates could not do so, and hence were at risk at being chomped, blasted, stepped on, or otherwise imperiled when trouble came Ben's way, and suddenly Ben had found himself sitting alone at lunch and with an empty circle of desks around him in class. Loud complaining on his part as well as the passage of time had lessened the apprehension somewhat, but more often then not, Ben found himself all by his lonesome at lunch with only his annoying cousin for company. It annoyed him, but he knew he could have it worse. No one dared pick on him and call him freak. Having a cross Fourarms glaring down at you brought the fear in in a big way.

There were kids in school who didn't have that benefit, who suffered from the senseless cruelties of Cash and JT and their ilk. Ben had stuck up for them a time or two, but he couldn't be everywhere at once, and neither did he have a form that could force people to treat each other like, well, people.

Though in a way, he did have it worse. Even the picked-on kids had their little cliques of fellow outcasts. There were no wholly isolated kids in his school that Ben could think of. But Ben himself? Well, he had a lot of acquittance's, admirers, and well-wishers...

...but after a whole school year, could he be said to have any real friends?

It could be lonely at the top.

But Ben wasn't the type to think of that much. Mostly because there was always Gwen around driving him bonkers, like today.

"Don't you have a test to ace or some other nerd brainiac thing?" Ben said, trying to appear fascinated by his fingers drumming on the table.

"Done already. This is pretty much a free day for us. A chance to say goodbye." Gwen replied.

"Then why don't they LET us say goodbye and let us LEAVE?"

"I think that's on their forbidden list of secrets next to why they decided kids should shower together." Gwen said, again needling Ben for the fact that some of his classmates had started early puberty and Ben wasn't one of them. He glared at her, and she gave a sideways grin brimming with false innocence.

"I need to leave. I have to start forgetting all this boring schoolwork."

"Oh, like you learned anything to begin with."

"I learned plenty! Where it counts!" Ben said, pointing at the Omnitrix.

"Oh? Like what?"

"Well, uh...when it gives me a form I don't want, uh...sometimes I can make it change back! After I yell at it a bit! And uh...sometimes it isn't red when I do and I can switch to a new one! Yeah! I'm one step away from totally mastering this thing!" Ben said, patting at the Omnitrix.

Whose face was inexplicably raised. Having not been activated, the viewscreen was blank, and hence when Ben touched the face, it did not activate and turn him into an alien. Instead, since he mostly just brushed the raised face, it lowered down on his fingers and gave him a mean pinch.

"YEOW!" Ben yelped, jerking his hand away. Gwen chuckled merrily as Ben blew on his fingers and gave alternating sour looks to his special watch and his special (regrettably not in the ways Ben wanted) cousin.

"And what did YOU learn, Gwemione?" Ben said, trying and failing to produce a good pun with Gwen's name and a famous Harry Potter character.

"Plenty. Here AND there. Just you wait. This is going to be MY summer." Gwen said. She'd been studying whatever magic sources she could find during the year, and she was confident that she'd become quite adept in a wide variety of spells and techniques. She'd acquitted herself quite well against the Negative Ten, and she was certain more trouble would come her way soon. Her cousin would drag it, if anything.

Ben just groused, annoyed by the boring year, his continued troubles with the Omnitrix (which, while it HAD started doing the things he'd brought up sometimes, continued to do the things he DIDN'T want twice as often) and his cousin constantly rubbing her own successes in his face. God he wished he hadn't run out of batteries for his DS: He could have been playing the latest Sumo Slammers game instead of listening to this, but he had to buy them out of his allowance and he was currently broke. As free as his parents could be, on that position they were nigh-unassailable. And Ben had thought tangling with Vilgax was hard.

"I'll Your YOUR Summer." Ben muttered.

"What was that?"

"Nothing..." Ben murmured. His skill at coming up with witty comments had become immensely rusty over the school year.

"Come on Ben, there must have been something in school you liked doing." Gwen said, recognizing when she needed to ease back on the teasing. For all the jabs and barbs they threw at each other, when it came down to it their feud was pretty much the illustrious _Tempest_ quote: Full of sound and fury, signifying nothing.

Which was also a good burn. She'd have to toss it at him when he was in a more insufferable temperament.

"Dullsville." Ben said.

"Come on."

"Dullsville. I don't see how long division or learning the drainage values of various hills is gonna help me save the world." Ben complained. Gwen had to admit Ben had never been much of a "learn endless tidbits" kind of student, even BEFORE the Omnitrix. The Omnitrix probably made it worse. And Ben apparently had forgotten the relief of not being subjected to constant, endless struggle (Gwen had never forgotten the time he'd told Gwen he was glad to have some backup when the Keystone of Bezel had temporarily been hers). Sitting through school when you knew there was so much more excitement out there had to be torture. And it made one forget the fears and horrors of said excitement, of one's life forever suspended beneath a blade.

"...okay, there was one thing." Ben said, startling Gwen out of her line of thought. "Our English teacher, Mr. Boek, had us read _Don Quixote_ for the Spring assignment."

"Oh?" Gwen said. "Wow, that's a pretty tricky book."

"You're telling me! Why couldn't have Sir Vantage have written in proper English?" Ben complained. "I liked that, where I could understand it...which wasn't that often."

"Cervantes, Ben. His name was Cervantes."

"That's what I said!"

"...so what did you think of it?" Gwen said, changing the subject.

"I liked the guy! Yeah, he was cuckoo and all, and lots of people dumped on him...but he loved adventure! He sought it out wherever he could! And if he couldn't find it, he'd just make it up! The guy knew how to be a hero! No matter what!" Ben grinned.

"...I don't really think that's what Cervantes had in mind." Gwen commented, familiar with the book herself, and its reason: it was meant to be a deconstruction of knight-errant tales. For how well it worked, ask yourself the last time you read a story featuring Amadis of Gaul.

"True, but one must understand that times then were drastically different."

Ben had not said that. It had been a new voice, whose owner had sat down beside Gwen as she was processing the fact."

"Hello." The new kid said. Ben blinked, surprised himself. "I overheard your discussion. Mind if I add my two cents?"

"Uh...kay?" Ben said, staring at the stranger. Ben thought he might have seen him around school before. He looked twelve or so, and quite nerdy: he worn slacks and a shirt with a pocket protector on the front, and his black hair was cut short and slicked against his skull. He was thin and rather gangly, and maybe 100 pounds soaking wet.

Yet the figure exuded a strange calm...no, it wasn't strange. If Ben had the wherewithal to describe it, he would have done so as cold. The new kid had a strange cold calm...which was reinforced by his wide, round glasses.

They were not mirrored, as some sunglasses were, but the design of them was strange: they seemed to refract the light, leaving you unable to see the pre-adolescent's eyes. As Ben looked at him, the young man pushed them up against his face with a finger. The light did not change, and his eyes remained unseen.

Ben wasn't the only one: Gwen was looking at the stranger from the side and SHE couldn't get a good look at his eyes either. The hairs on the back of her neck pricked up, though she couldn't say why.

"If I may offer some commentary on Quixote to a...legitimate...hero..." Glasses said, once again adjusting said glasses. "At the time of the writing, the concept Cervantes was mocking was far more widespread in fiction, and nonexistent in real life. Most knights were rather unpleasant human beings who did not abide by the code of chivalry. The concept of heroes, in a time where most people died young after suffering their whole life, only existed in fiction. And those heroes were often built on a pack of lies and delusion. Cervantes, being a satirist, decided he would make everyone realize was nonsense the stories were, and so took the concept and played it straight, with the intent of mocking all those tales. And he did. The genre promptly died out. So Cervantes accomplished what he wanted. And things he'd have never dreamed of. Because times and the world changed, and so did viewpoints, and where Quixote was once seen as a foolish madman, he can now be seen as a symbol of unfaltering conviction against endless forces arrayed against him. He was meant to tear down heroes that Cervantes saw as nonexistant. Instead he recreated them. In the end, Cervantes could only write down a story. Its meaning...well, you found it yourself, Ben Tennyson."

"...uh...kay." Ben said again, a bit confused by it all. Glasses adjusted his namesake again.

"So, uh, at least there was one thing you liked about school Ben!" Gwen piped up, suddenly feeling uneasy about this topic. She thought she saw Glasses glance sidelong at her, but with the strange effect on his face she couldn't be sure.

"But meaning is in the eye of the beholder." Glasses said. "In the end, Quixote renounced all his beliefs in chivalry, dismissing them as the thoughts of a lunatic. And no matter how much you wish otherwise, a windmill is just a windmill."

And with that, Glasses stood up, heading away from the pair. Ben stared for a moment, and then realized that with his last words Glasses had insinuated Ben was an idiot for taking what he had from the book.

"Hey!" Ben yelled. "And just who are YOU?"

Glasses glanced back at the pair, as he adjusted them one last time.

"Kyrios." He said. "Kyrios Carey."

And he walked off.

"...okkkkkkkkkkay. That was weird." Ben said. "Who was that guy?"

"Not sure. I think he's a student but...what was with his glasses?" Gwen said.

"Who cares? Stupid...annoying...person." Ben said.

And at that the bell rang, signifying the end of lunch. Ben sighed.

"Two more hours. Just two more hours." Ben said as he stood up.

"You'll never make it." Gwen said as a final shot. Ben gave her one last glare, and headed off to class.

"Two more hours. Then summer, Grandpa Max, and all that comes with it." Ben grinned to himself. "And nothing's gonna wreck that."

* * *

"You have to take the Omnitrix off of him, Tennyson."

And there it was, the sentence Maxwell Tennyson had been dreading to hear for months.

He'd almost allowed himself the luxury of thinking it would never come. In all his times meeting with his old fellows and members of the US Government since Ben and Gwen had returned to school, especially over the last weeks when he'd left Bellwood to attend various functions with said members of the US government, he'd been waiting for the pullaside, or worse, the mythical "smoky room", where Max would be fed the usual spiel. And all the trouble that would come with it.

And yet, it never came. Things went smoothly. And, heading home in the Rustbucket to take his kids on another summer trip, Max had let himself relax.

Now it was clear that they'd waited until he was leaving to say it. Some would say it would be to prevent Max from making a scene. Other, more cynical observers might suggest it was done at the precise time Max would have no one to support him. Whatever the reason, it had been said.

Max sighed, lightly clutching his skull on either side of his eyes. All right, it had been said. The speaker had been a Colonel Rook, who was a member of one of the three letter organizations the US Government had. Max couldn't recall which one. One of the lesser known, black ops one. Or maybe he was masquerading as one of the better known ones. Or maybe he WAS one of the better known ones. In government bureaucracy, it was far too common for the left hand to never know what the right hand was doing, and after a while they all tended to blur together.

Whatever group Rook belonged to (the only thing Max knew for certain was that it was a different unit than Lt. Steel, whose unit focused on containing renegade extraterrestrials, and had been busy with their own assignments across the States since Ben was no longer criss-crossing it), he spoke with the calm authority of someone who knew they could accomplish what they wanted.

All right, so it was said. Maxwell may have been dreading it, but that was better then being blindsided by it.

"I believe you know the problems of that proposal, Colonel." Maxwell said, looking at the neatly dressed black man on the screen. Unlike many government agents, Rook did not wear sunglasses. Unfortunately, his handsome if rigid face was still nigh-unreadable, a perfectly trained expression of neutrality. Rook could have honestly thought he was doing the best thing and would never wish or want harm to come to Ben, or he could have been a complete lunatic with designs on global domination, and his face would never betray an iota of it.

"That it won't come off?"

"Precisely. If it had, Ben surely would have lost it by now. If I hadn't removed it immediately myself. But it doesn't, Colonel."

"You misspeak, Tennyson. It CAN come off...it is just extremely difficult."

"As beings considerably less sensible and far meaner then you have found out."

"We are aware of this Tennyson. We are also aware of technology that has been used in the attempts to remove it. We've spent the last year attempting to reverse-engineer our own device to do so."

Max groaned inwardly: he knew all that alien technology Ben was blowing up was going to yield enough viable pieces for something like this to happen eventually. He just hadn't expected it _this _quickly. And after all the effort the Plumbers had made to hide away the alien tech they had come into, and KEEP it hidden. And despite events, their success record was pretty decent overall.

"What's the success ratio?" Max asked.

"Good. The odds of us successfully removing the device with the prototype we have now currently stands at about 70 percent..."

"No deal." Max said firmly.

"And that will eventually be increased to 100 percent, and sooner rather than later." Rook replied with his own calm firmness. "Maxwell, surely even you can see the reasons behind this."

"Ben's a good kid." Max replied, rubbing his head again, hoping he wasn't on the verge of a migraine.

"That he is. The operative word being KID. He's a child, Tennyson." Rook said.

"This isn't his fault."

"No, it's not. If it's anyone's fault, it's that alien Xylene. She brought the device here. For you. And in turn, that brought most of the trouble you and your family, as well as this country and the world, has seen." Rook said. "As said, it was meant for you. But your grandson found it instead. He's done a good job...so far. Tennyson, do you really think the odds will continue in his favor?"

"After that summer, I think Ben can do most anything."

"Most anything covers a very wide range of possibilities, Tennyson. And not all of them are good. How many times has he escaped through the skin of his teeth? Not to mention breaking the watch, activating it's self destruct mechanism, allowing that spirit extraterrestrial to escape..."

"That was NOT HIS FAULT." Max almost growled, angry that Ben would be blamed for Ghostfreak's actions.

"Mostly. But if you had the device, you tell me you wouldn't have taken a clue from the dreams your grandson had that something was off. It comes back to what I said, Tennyson. He's a child. What happens if he becomes a new alien form he can't control? What if he transforms into a sentient smallpox variant and accidentally infects someone? Or perhaps more precisely, what happens when his luck runs out and someone near him gets hurt or killed because of what he has?"

Max was silent.

"...Look, Maxwell. I understand. I respect what your old organization did for this country. You did a lot of good, in a less...refined time."

Re: The Cold War, when half the members of the US government would be willing to do most anything, no matter how legally and morally wrong it was, just so the dirty communists wouldn't do it first. Back in those days, Max had often been less scared of the strange things he encountered then by how many of the people he answered to truly believed the "better dead then red" credo.

"But don't think it was all one-sided. You know it's not. You know it every morning when you wake up and experience all the medical treatments Uncle Sam gave you to ensure you did your job well to the best of your capabilities."

"I'm feeling my age."

"Perhaps, but ask yourself how OFTEN you do so. Most people in their 60's would kill to have one day when they felt like they were in their 30's. You probably feel like that half the time. I've read the reports. The odds are likely, EXTREMELY likely, you'd had something give out on you during that intense period of activity last summer if you'd been a "normal" man. You're still here. Chances are you'll be here for a while yet. Not many people get to see their great-grandchildren, Tennyson."

Max was silent again.

"Not to mention your organization's retirement once the Chimera extraterrestrial was seemingly destroyed. You were all cut free, Tennyson, and allowed quiet retirements or new life choices. Believe me, there were more then a few who believed that your group needed to be...liquidated...after it's time has come. The thinking was you'd seen too much. It was argued down, but you know how those things work. The actions of Phillip and Driscoll haven't helped."

"You can just stop there, Colonel. You know what choice I'll make between my grandson and myself."

"This isn't about you, Maxwell. This is about your grandson. Do you really want this as a life for him? At constant risk? With the power he has? Have you considered how his mindset might change if he experiences actual loss? Or worse, when he enters adolescence? Do you remember what they say about power?"

"...he's a good kid." Max repeated.

"I never refuted that. But the points stand."

"...how strong is this argument getting."

"It's gaining steam, Tennyson. It won't be long before any choice you or Ben have will be removed from it. In these paranoid times, well, the power between morals and interests grows lopsided." Rook said.

"...is there anything I can do?"

"To change their minds? Perhaps. But I wouldn't know what. It might change day to day. To invoke a permanent change, well...you'd need something big. Really big." Rook said. "But it would be better if you could just convince your grandson to give up the device Tennyson. I assure you, it will be used responsibly, by someone more capable of handling it's dangers then your grandson."

"...and what do you think, Colonel?"

"My thoughts are unimportant Tennyson. I do my job, to the best of my ability. I do not wish to turn that ability upon you and yours. But I will if I have to, Tennyson. And before you assume anything, I am quite capable of personal thought. I've come to the same conclusions."

"...is it so wrong, trying to be a hero?" Max asked, as much to himself as to Rook.

"You and I both know what happens to heroes, Tennyson. I'll give you some time. Rook out."

And the government agent's face disappeared.

Max sat in the front seat of the Rustbucket for some time before he reached for the key.

Maybe it would work out. Maybe once Rook had finished talking he'd turned and spoken with Enoch or Driscoll, or pulled off his human mask cackling how the plan was coming together, the whole thing another evil scheme to thwart, leaving Ben with the morally high ground and the life he so enjoyed.

Because the alternative...

Max drove, lost in his thoughts.

* * *

The clock _was _ticking backwards. Ben was sure of it.

Here he was, sitting in class, and with the work of the school year done, the teacher had decided to ask the students what they were going to do for summer. Ben had grown excited...until the teacher had singled him out, saying everyone knew what Ben was going to do and he shouldn't overshadow the other children. When said children had complained, wanting to hear Ben, the teacher had partly relented and said Ben would go last.

And so Ben sat, waiting for his turn. He was trying to listen to the plans of the other kids, he really was...but to him, it was like trying to play an old Atari video game system after an intense session on a Playstation 3. It just couldn't compare.

He was so bored. Why couldn't the day end faster?

Another story about going to see relatives began. Ben sighed inwardly.

* * *

An action strangely mirrored by Kyrios, as he sat where he was, which happened to be the school library. It being the last day, the librarian had closed up early and left. Which had allowed some kids with a key they didn't have to turn in until the end of the day to enter it, apparently in the decision that their own entertainment was more productive then whatever the school system could throw at them in its last hours.

And to keep his disguise up, as the body he was inhabiting was friends with them, as well as continue with the process he was utilizing, 'Kyrios' had gone with them.

And he was somewhat regretting it, as he sat at the table, as the body's friends played their role-playing game. Or more specifically, fought over it.

"I opt for a Korels whiskey. I hate beer because my great uncle who I knew distantly died because of a bad batch of hops, and so I never touch the stuff. I also refuse the peanuts, due to a food allergy." The large overweight kid with ginger-red hair said. 'Kyrios' thought his name was Barry.

"OH COME ON! CAN WE JUST STAB SOMETHING ALREADY!" Yelled another one of the nerds, a bushy haired one with a slight acne problem.

"Will you have some patience Dudley?" The GM of the game said, a scrawny type with his own glasses.

"Then tell Barry to stop playing a princess Steve! It's creepy as hell!"

"Don't limit me!" Barry complained.

"You sure you don't want to play Cyrus, oh I'm sorry, KYRIOS, if only to keep the devotee and the munchkin from beating each other to death with their own dice?" GM Steve said.

"...I'm fine." 'Kyrios' replied.

"You're just sitting there staring at the wall."

"I'm...thinking."

"About what? Why you needed to change your name? What's next, insisting you're really a dragon?"

"...Cyrus and Kyrios are related names. Look it up." 'Kyrios' said. GM Steve gave him another look, and then returned to his game.

"All right, I get ready to leave the tavern." Dudley said.

"I do say, sir Knight, you are quite handsome. Wouldst you perhaps buy me an ale?" Barry said, acting in character.

"ARGH! Ky Kiske or whatever your name is now Cyrus, tell Barry to stop playing his stupid creepy games!"

"Cy, tell Dudley that it is NOT creepy to play a female character!"

"Can you two calm down?" GM Steve said.

"...it depends on...your precise motivation...for crafting an identity of the opposite sex." 'Kyrios' said.

"I'm trying to expand my horizons! Unlike Munchkin here."

"HEY! I AM A VALIANT KNIGHT! AND KNIGHTS KILL THINGS! SO LET'S FIND SOMETHING TO KILL!"

"Nobility and bloodthirst are not mutually beneficial attributes. I speak from personal experience." Kyrios said.

The nerds stared at their 'friend'.

"Say what Cyrus?" GM Steve said.

"...in terms of...playing. These games." 'Kyrios' said, and then sighed. "I must excuse myself. I must utilize the facilities."

"Hey be careful Cyrus, you know..." Dudley was saying, but 'Kyrios' ignored him, heading out of the library, passing an Asian student on his way in, another friend of his host.

"Pardon me." Kyrios said, slipping past the Asian as he went to join the roleplaying session and heading down into the school hallway.

It had been a simple plan. Get close to the target in a suitable disguise. Do some recon. And while there, feed on the undercurrents that ran through every school, the angers and hatreds and envies, the darkness within every young heart, to finish refreshing from his crossing and to prepare for his task. He'd even managed to speak briefly with the target and maybe unnerve him some.

But while having selected the young child known as Cyrus Carey for his nerddom and the rich vein of darkness he and his friends would have (school was hell for those types, and would provide amble fuel to suck up), being in such close proximity of the geeks he called friends had not only given him a direct line to their inner darkness, but an endless barrage of knowledge from their heads. Most of it their sheer scope and devotion to the thing called pop culture. At first he'd started selecting bits and pieces of it for possible use later (why waste energy coming up with original material, especially considering why he was here to begin with?), but eventually he'd grown annoyed, and eventually overwhelmed by the unending torrent of it. He'd had enough, both in terms of power and in the storm of useless junk the nerds considered worthwhile to memorize.

And so he'd headed off, as the bell rang and the classrooms emptied, the students switching to the last class of the day, as Kyrios walked on, contemplating his next step.

Perhaps he should have listened to Barry as he'd left. It might have been useful information to have.

But he hadn't, and hence was caught by surprise by the two bullies grabbing him from behind. Before Kyrios knew it, he saw a locker door opening before his flesh avatar was slammed into it.

_...they actually DO THIS?_

"One for the road, Cryus!" Cash cackled, slamming the locker door shut and putting a generic lock on it in one smooth motion. His cohort JT joined him in his nasty chuckling, as they headed off for their last gym class. Their target would be stuck in there for hours, and they'd specially picked a locker that utterly reeked. A fine final prank for the school year.

The hallway emptied out, and was silent.

Which meant no one saw the misty black energy begin to spill forth from the closed locker. Nor did they hear the cold whisper that came within it.

"Of all the mistakes the human race has made, this has to rank up there with the Holocaust, the Spanish Inquisition, and New Coke."

* * *

Ben wasn't surprised Cindy Dunn had made her summer plans about horses. Cindy had a THING about horses.

What Ben was surprised about, despite himself, was just how LONG one could turn a summer vacation plan into a lecture about horses. Ben had even tried the bathroom trick, only to find Cindy STILL talking about horses when he'd returned.

"Mental note: when older, build glue factory." Ben groaned quietly to himself. Less then ninety minutes...how was he ever going to make it?

* * *

"ALL RIGHT MAGGOTS, ARE YOU READY TO KICK SOME BUTT?" Coach Kennell roared at his pride and joy, the Madison Little League team The Ringers. With the last day of school being today, the Little League team would have a week off to train and prepare before the Ringers made a stab at their dream, the Little League World Series, which would be played in August. His group would be part of the last set of contenders, and Coach Kennell believed this to be an edge. With him at the helm, they'd go all the way.

As you might have guessed, Kennell had started out wanting to coach football, and hadn't quite made it. But he'd made the most of it as Madison's gym and psy ed teacher, selecting people throughout the year and beginning their training a few months ago.

Some people said he picked bullies, or taught his kids to be bullies, or both. Kennell dismissed those whiners. Losers whined. Winners won. At any cost. And if his kids pushed around some others, well, it was their fault for allowing it. Might made right, and rules were meant to be tested. Whether by skill or by skulduggery, Kennell was determined to win.

As for his kids, some were as well. Some just liked the freedom of their base urges Kennell allowed them and indulged fully. Cash and JT were among the latter lot, though if you didn't see one of the more 'unpleasant' types of Madison on Kennell's team, it would be a surprise.

"YEAH!" The Ringers yelled in reply. Technically Kennell was supposed to be teaching gym, but he had no time for that. He'd dismissed the students who didn't play and told them to do whatever they wanted, he had his team to motivate. Strangely, the periods had arranged themselves so that virtually the whole team was there at the time. How odd.

"WHAT ARE WE GONNA DO?"

"KILL THEM!"

"WHAT ARE WE GONNA DO!?"

"KILL THEM!!"

"WHAT ARE WE GONNA DO!?"

"**KILL THEM!!"**

"Oh please. Like any of you have the stones to commit murder."

The new voice startled Kennell and his team out of their little circular chant, as they looked at the speaker.

"Cold blooded or otherwise." Kyrios said. "By the way, the Devil Bats called. They want their chant back."

"What the...WHO IN THE BLUE HELL ARE YOU!" Coach Kennell bellowed, fully caught up in his own bull, including the snorting. "Get lost! This is winner's territory!"

"By that logic, you should all leave long before me." Kyrios said, as he walked towards the group, hands clasped behind his back.

"Look you little punk, we don't need a towel boy or a..." Kennell growled as he stalked towards Kyrios, just seeing what was on the surface, a little punk interrupting his motivating, never noticing the strange glasses, the way you couldn't see Kyrios' eyes. He thought that a little invasion of personal space would scare off the geeky-looking beanpole. Whether he even heard Kyrios speaking, nobody knows.

He really should have listened.

As Kyrios grabbed him by the throat, the arm snapping out and seizing him in an iron vise before Kennell had the slightest clue what had happened.

"Fall silent." Kyrios said, as he looked at Kennell.

The last thing Kennell remembered was the flare behind the child's glasses...moments before they shattered, and Kennell went flying, thrown by an invisible force.

The impact against the wall broke his right arm, cracked most of his ribs and his hip, and gave him a concussion that put him in a two week coma.

"Or fall down. Either works." Kyrios commented.

The boys were shocked into terrified silence.

"Strange thing about those who believe strength equals power. They never recognize the true nature of such things. Even when it's staring them in the face." Kyrios said, as he turned towards them. "But somehow I doubt you will."

With the glasses gone, Kyrios' eyes were once again visible.

As was the void within.

"Thought it's too late for that fact to mean much of anything."

The Ringers reacted as one, their primal instincts screaming in sync to run, to get away from this boy, and what they could glimpse within him, as they screamed and broke for the doors.

Kyrios waved his arm, and said doors slammed shut, locking audibly.

"An interesting theory I read once..." Kyrios said, seemingly talking to himself over the screams of the bullies, as they frantically tried to find an escape from what they were locked in with. "It takes time and experience to impart on people the...subtler aspects of observation and interaction, and hence it is said that the only way to test for what many call antisocial personality disorders is for the testee to be over eighteen as otherwise they will not have learned the proper shades of empathy and self-interest and will tend to be read as sociopaths. An interesting concept: every child by their nature could be considered a sociopath. Then again, childhood as we know it is mostly a creation of the 19th and 20th centuries, but then again, so are the studies of such mental factors, and of course, what some people would call sociopathy and others would call clarity is truly a matter of the eye of the beholder, which of course, leads us back here."

Kyrios gestured, and dark energy sprang from his hand, seizing the bullies and dragging them over to Kyrios.

"Now, while I understand the inevitable Darwinist and sociological aspects of a human being to want to exert power over another, I must point out that the mindset of such things is motivated by a desire for survival. And even considering that the need for vital survival has pretty much been supplanted by the need for "appearance survival" in this sad, sick excuse you call "the world's remaining superpower", I must declare your actions to be pointless. The harm you inflict on others benefits you in no way. All it does is feed the visceral aspects residing in the reptile brain of your mentality. It benefits nothing, creates nothing, and distorts view. And it aggravates me how gleefully you embrace it."

The Ringers, their mouths clamped shut by Kyrios' power, stared in horror at their captor.

"Did you understand a single word I just said?"

Despite themselves, there were a few headshakes. Kyrios sighed.

"Typical." He muttered. "I wasn't planning on evoking a first strike this early, you know. I just intended to do some reconnaissance. Study my target some. Find the cracks and line up the blows. But then you had to go and aggravate me, or rather, the flesh of the form I currently reside in. For my own purposes." Kyrios said. "Plus his name. I couldn't resist."

The Ringers stared, as Kyrios rolled his fingers, dark energies crackling on them.

"Animates can be troublesome. Wood, stone, metal, they all possess certain rigidities that can prove vexing...but do you know what is quite renowned for its malleability?"

Kyrios snapped up his arm.

"_**FLESH."**_

It was a good thing there was no one in the halls. The horrendous screaming that began emitting from within the gym might have drawn attention, as Kyrios invoked dark, forbidden powers and began to twist and transform his victims into appropriate forms.

"You think so highly of yourself. You believe dealing out pain for the sake of it makes you strong. I was like you once. Mad, savage, living to do harm. It sickens me now, as do you." Kyrios said, as he mutated the Ringers, stripping them of their humanity and forcing a visage he felt more appropriate on them. "You look down on them without any thought, without any consideration, without any basis. And you judge them as vermin. So you saw, so shall you be. _**VERMIN."**_

And Kyrios lowered his hands, as his creations fell to the ground, snarling and shrieking, transformed into hideous rat-like mutates, dark energies coursing on and through their bodies to maintain the transformation.

"And with that...go. Raise hell, spread fear, break things, etc etc etc, hmmm, over...there." Kyrios said, pointing at the gym's right wall.

Which promptly exploded.

* * *

Gwen had been having a good time, playing some lacrosse outside in her final gym period.

And then the wall exploded.

And then hideous creatures poured out, shrieking in inhuman violence. The usual running and screaming resulted.

Only Gwen froze, as she stared at the creatures. She was the only one who saw the shredded clothes on their forms. Who realized what they once were.

Then, for the moment, she too had to run.

She didn't know how, but she knew this was somehow her cousin's fault.

* * *

Gwen had no idea how right she was, as Kyrios lowered his pointing hand, placing both hands behind his back again, as he watched his creatures leap and bound out, eager for blood and death, their base instincts cranked all the way up to eleven and beyond.

Unless, of course, a hero came to save the day.

"Henh." Kyrios said, as he turned and began walking away.

"...dum de dum de dum, dum de dum de dum de dum..." He hummed to himself. "All...our times, have come...Here, but now there, gone...seasons don't fear the reaper, nor do the wind, the sun or the rain..."

* * *

The explosion was loud enough to hear throughout the entire school, as Ben's teacher jerked in surprise, an action mirrored by everyone, as the plume of smoke and dust billowed out in the playground outside, clearly visible through the window.

The screams came a few seconds later.

"What in the...!?" The teacher, a Miss Ramona, said as she rushed to the window, many of her students joining her. "...Tennyson, you didn't...!?"

But the teacher found there was no one to answer her accusation or questions. Ben was already gone.

* * *

As a Vermin mutate that had once been an unpleasant type named Julius pinned a girl called Billie Tedd to the ground, his snarling face slavering over her own screaming one as he prepared to use his grossly enlarged incisors to gnaw her pretty features off.

"HEY! YOU!"

For some reason, the voice drew the Vermin, as he turned and looked at Benjamin Tennyson. Who, despite the danger and imminent facial dis-figuration he had just interrupted, was grinning from ear to ear. It was good to be back.

"Forget that appetizer." Ben said, as he flipped through the Omnitrix selection, coming on his favorite multi-limbed Tetramand as he grinned again. "Time for the main course!"

And Ben slammed the activator down.

THE POWER...!!

And Ben stood transformed.

...as XLR8.

"...BAD BAD OMNITRIX!" Ben yelled at himself. "NO SOUP FOR YOU!"

"LOOK OUT!" Billie screamed, and Ben/XLR8 looked up.

As the Vermin leapt, all snarling teeth and vicious intent.

Ben wondered, as he felt the creature impact on him, if his velocity mask would prevent the creature from chewing off HIS face.


	3. Class Struggle

Chapter 3: Class Struggle

The Vermin was quick, pouncing on Ben in a moment of distraction, going straight for his face.

Of course, when it came down to it, it was Ben's feet that were important. And his ability to think on them.

And a Kinecelerian had considerably quicker feet than most.

Which meant that a moment _after_ the Vermin touched him, it was faceplanting, as XLR8 dashed to the side in an instantaneous dodge, as the Vermin, unable to maintain its grip, and lacking the object it had been exerting its momentum on, ate dirt.

"...well, could have been worse." XLR8 commented, as the Vermin struggled up. "Because in this form...I still have the old one-two!"

And XLR8 blurred at the Vermin, as he hammered two quick punches into it.

"And three through ninety-nine!" XLR8 declared as he whirled around the Vermin, blasting it with blows from every direction, staggering it.

"AND ONE MORE TO GROW ON!" XLR8 declared as he whizzed around to the creature's back and leapt, axe-handling the mutate into the ground. XLR8 blurred back a few feet, his mask snapping open.

"Oh yeah. I'm good."

As the Vermin shrieked, getting back up on all fours...as the shadow power on it crackled, and the muscles on the creature bulged, the teeth growing larger, as a rat-like tail with a blade on the end formed from the shadow that pulsed on the creation.

"...I didn't meant that LITERALLY!" XLR8 complained, as the creature leapt once more...

"_STA-KING!_"

And a beam of blue power slammed into the Vermin, sending it flying backwards and crashing back down to earth. XLR8 blinked, and then Ben groaned openly. But of course...

"Good thing you have me around." Gwen said, as she walked up, still dressed for gym...and with two brown orbs floating around her. She'd had to run to her locker room (which had fortunately not been trashed by the destruction of the gym wall) to fetch the orbs out of her backpack. She'd spent several months working on them, carefully mixing mud, herbs, and various powders and enhancing them with various spells. Now they served as a focus for her offense and defense, enhancing her capability by a great degree. Not bad for an eleven year old amateur with no professional training, or as close to professional training you could get in terms of magic on this world. No one had yet tried to build a Hogwarts.

"...staking?" Ben said, arching the Kinecelerian equivalent of an eyebrow..

"STAH-KING. AH. AH. Not EH. AH." Gwen said, gesturing at her throat...and then realized she had stopped paying attention to the fight to give a grammar lesson.

Which meant the Vermin was now leaping for her.

"_GROOT STAKING!"_

And now it wasn't.

"Whatever. Just don't blast me, or so help me I'll stake your king, or...forget it!" XLR8 yelled as he dashed off, shoulder-ramming into the nearest Vermin...and yelling as another one took the opportunity to jump on its back.

"ARGH! Sorry, no piggyback rides!" XLR8 snapped as he dashed to the side, trying to break the grip of the mutate. "What the heck are these? Animo's work again?"

"Ben!" Gwen called, as she carefully walked a few steps forward, sizing up the targets as she blasted two more Vermin in the back to get their attention away from fleeing Madison students. "These aren't animals! They're people!"

"WHAT?" XLR8 said, as a quick spin and jerk finally dislodged the Vermin. "Animo's working in people now?"

"I don't know! But be careful! We have to try and avoid hurting them!" Gwen said. XLR8 heard growling behind him, and as he turned three rat creatures that had once been Cash, JT, and another bully who'd never bothered Ben (until now) whose name had been Elix lunged at him, bloody saliva flying from their distended jaws.

Ben really hoped it was from their own gums.

"THEY DON'T SEEM TO SHARE THAT SENTIMENT!" Ben yelled, and then the three were on him.

* * *

Madison had quickly been emptied and abandoned, having learned this past year the fine art of running away. The upper classroom was empty.

And so 'Kyrios Carey' stood there, watching his handiwork, the darkness within his gaze shifting within the human's eyes, his arms still behind his back. Not directing the actions of his creations, but rather watching what they did, and how they were opposed.

He wondered how many of Ben's enemies had done this. Considering they had all lost and he wasn't going to, probably none of them.

Too bad for him.

* * *

The elongated and sharp incisors currently chomping down on his body probably didn't feel too good either.

"OW! OW!" Ben screamed, as he blurred around in a circle, managing to throw his attackers off. Problem was, while he was doing that, two more Vermin came to join in the fun.

Gwen had her own problems, as she blasted another Vermin coming after her...and saw the one behind it break off and veer to her left. Her eyes snapped in that direction...seeing the fleeing students over there. They'd be helpless against the creature: Ben and Gwen had been lucky to get involved before anyone had gotten hurt.

Then again, Gwen had always had the touch of fortune. She hadn't picked Lucky Girl just for the charm.

"_SPERRE!"_ She yelled, slashing out her hand. A blue wall of energy erupted from the ground and coursed away from her, slamming up and intercepting the Vermin as it twisted around and crossed in front of the creature, leaving a shield the mutate slammed into. Gwen had gotten the idea from _Tron._

All right, she'd stopped the creature from hurting her classmates.

Problem is, now it wanted to hurt her, as it turned around and charged. Gwen focused, her orbiting sphere assistants lighting up.

"_SPOSTAMENTO!"_

The barrier, while it had stopped, had not disappeared, and as Gwen stepped backwards in a light semi-leap, the second half broke off, pulled towards Gwen even as the Vermin charged at it.

The barrier aspect was faster, as it sliced up to the right of the creature...with the remaining barrier line still to its left, Gwen in front of it.

"_KLATSCHEN!"_

And the two blue force barriers slammed together, crushing the Vermin between them in a wicked disabling blow. It crashed to the ground, unmoving, at Gwen's feet.

Gwen didn't gloat just yet: instead she stepped back a bit more, checked her flank for any possible sneak attacks, and then quickly turned her eyes back to her disabled opponent.

And watched as the darkness slithered off of him, the power sinking into the ground. And as it left, the horrid transformation reversed itself in turn, the body shifting back into the form of an unconscious middle school student.

Within a moment, the power was gone entirely.

"...BEN! You can disable them if you hit them hard enough! Just-YIKES!" Gwen yelped as another Vermin leapt at her. _"STAKING!"_

"Oh Ben, you're so dumb, I, the smart one, have figured out the solution is to hit them! I'm so smart!" Ben mimicked with great annoyance...even as he tried to hold the snapping Vermin off of him. He finally got his leg up and kicked the creature off, leaping to his feet and blurring a dozen feet away. All right, hit them? He could do that!

"All right pug fuglies, try and keep up!" XLR8 declared as he blitzed forward, slamming both fists into a Vermin and sending him flying, then dashing to the side and lancing a side kick into the stomach of another Vermin (the creatures seemed to alternate between bipedal and quadrupedal stances, so he'd have to be careful he didn't punch or trip over them). He spun away from that blow, dashed around another Vermin, and leapt up, kicking it in the back of the head. Another dodge caused two more Vermin to crash into each other, and another received a powerful upward thrust kick to the face. While they were stunned, XLR8 blurred through them, slamming blows into all the rat mutates at various angles, coming out of the tangle and spinning around, his velocity mask snapping up.

"Or go down!" He declared, giving them a thumbs down.

As the Vermin reared back up, their dark energies surging. Ben's eyes widened.

"Hey! No fair!" He yelled, as they charged and leapt, forcing Ben to go on the retreat again.

Gwen had blasted away two of her own Vermin when Ben dashed by her.

"It's not working Gwen!"

"It's working for me! Try hitting them harder!"

"THAT'S WHAT I'M GOOD AT! YEOW!" XLR8 yelped as the Vermin gave chase. Ben put some distance between them and then blurred back, going through the pack in another whirlwind of blows. But the creatures seemed little-affected.

"I'm not strong enough! You see? Why can't you LISTEN?" Ben complained to the Omnitrix.

"Ben! I have an idea! Try using a vacuum!" Gwen called.

"How in blazes in a vacuum cleaner going to help?" XCL8 retorted, and then was forced into dashing retreat again. This was all wrong! He kicked butt and Gwen ran away, chipping in where she could, not the other way around!

"_Plenty. Here AND there. Just you wait..."_

The memory returned to Ben. Apparently Gwen hadn't been blowing smoke. And she was making him look like an ass.

"NOT A VACUUM CLEANER! A VACUUM!" Gwen yelled, and then blasted away another Vermin. "Run around them in a way that sucks away their air! It'll make them pass out!"

"It will?"

"In theory!" Gwen retorted, as she was forced to throw up another barrier to keep some stray Vermin from attacking the crowd that had STUPIDLY stopped running away to rubberneck. What was WITH people?

"Oh great. Fine! Here I go!" XLR8 yelled as he charged, spinning in a tight circle around a group of Vermin.

All he did was make a brief tornado that sent them scattering. Ben stopped, growling. How the heck did you make a vacuum?

Ben tried it on another Vermin, but all he got was another tornado toss. He wouldn't have minded so much if the Vermin weren't getting up from the tosses like they were nothing. Where was Gray Matter when you needed him?

Another Vermin leapt at him...stabbing its tail out. XLR8 dashed away as the tail impaled itself in the ground, the Vermin ripping it free immediately and giving chase, stabbing the pointed tail repeatedly at Ben.

"No fair! Rats can't do that!"

"And boys can't turn into aliens. I guess things are inequitable all around." Kyrios said from his vantage point. No one could actually hear him, but that had never stopped him before, as the Vermin continued in its mad attempts to spear Ben.

Ben finally got away by ceasing his run, abruptly blasting in the exact opposite direction, right at the Vermin, slipping around its size before it could adapt, kneeling, and slicing out with his leg along the ground, kicking the Vermin across the ankles and sending it into a bone-jarring tumble. XLR8 blurred to a stop, his mask snapping open again.

Ben growled to himself: The Vermin was just getting back up.

"This is not WORKING!" He cursed. "I need...!"

And then Ben heard a familiar series of beeping noises, and then in a flash of light and a draining sensation, he was back to Benjamin Tennyson.

"...I take it back! It was working fine! Better then this! Way better! OH F...IDDLESTICKS!" Ben yelled as the Vermin came for him and he ran for his life, his small form helpless against the vicious beasts.

"Ben? What did you do? It hasn't been ten minutes!" Gwen yelled from where she was making her stand.

"NO FOOLING!!" Ben yelled in return, the Vermin closing on him. Gwen narrowed her eyes.

"Back off! _BARST LOS!_" Gwen yelled, and the ground behind Ben glowed and erupted, blue pillars of energy blasting upward and slamming into the Vermin, scattering them and putting them off Ben's tail, at least for the moment. "Move it or lose it, cousin!"

"Lose it? Why...I ougghta...I swear..." Ben said, as he brought up the Omnitrix. "If you could just do what..."

And then with a humming noise, the red switched to green. Ben blinked.

"...there! Was that so hard?" Ben said. "...but thanks!" He added, as he began cycling through the forms again. "You heard what Gwen said? Give me what I NEED...!"

He slammed the activator down.

THE POWER...!!

"...YES! THAT'S BETTER!" Ben triumphed, now in the body of Fourarms.

A Vermin leapt at him.

Fourarms nearly punched it into the next time zone, the creature crashing violently into the ground and dragging along it for a moment, throwing up a spray of dust. Unlike XLR8, this Vermin did not get back up.

"...hmmmmmm." Kyrios commented.

"YES! The boy is BACK IN TOWN!" Fourarms said as he flexed his, er, four arms.

"Good, I was worried how I was going to have to fake it at your funeral." Gwen commented. Fourarms glared at her.

"Let me show you how it's done!" Fourarms said, slamming both sets of fists into hands as more Vermin came at them.

"Please. I need those brain cells."

"Oh just shut up!" Ben snapped as he charged. "Watch! I can name all my attacks too Gwen! Like this!"

A Vermin leapt at Fourarms. He seized it with his left set of arms and tossed it upward.

"DRAGON FIST!"

And Fourarms leapt, slamming both his right fists into the Vermin in a leaping uppercut, sending it spiraling up and down into the ground with a mighty crash.

"...Dragon Fist? Real original." Gwen commented as Fourarms landed.

"Capcom can bill me." Fourarms retorted.

Two more Vermin leapt at Ben.

He seized each one in his upper arms and slammed them together with a mighty thud. They fell at his feet, twitching, the black power flowing off of them.

"Oh yeah, I feel so much better." Fourarms said, and charged once more.

Gwen rolled her eyes. That was her cousin. Just when she thought he'd gotten some variety, he was that Tetramund again, glorying in the chaos of destruction.

The fact she was more annoyed than worried showed what she really thought of her cousin. But she'd be damned if he was getting all the credit.

"_STAKING!"_ Gwen yelled, as she blasted another Vermin. _"STAKING!"_

"STEAK IS KING!" Fourarms 'echoed', as he slashed out his right arms simultaneously into a leaping Vermin, sending it into a brief but intense whirling spin before it impacted into the ground.

"LARRRIIETOOOOO." Kyrios commented without humor.

"_STAKING!"_ Gwen yelled, knocking another Vermin back. She'd bunched a group, now she just had to...

"Here's something special!" Fourarms yelled as he charged one of the larger Vermin, who reared up to meet him. "GRECO...!" Fourarms yelled as he brought up his arms, the muscles pulsing. "ROMAN...!"

And Fourarms stopped dead one step away from the Vermin.

And kicked him right in the testicles.

Despite its mutation, the Vermin still howled. Some things never changed.

"Ballshot." Fourarms grinned, and slammed his upper arms together on the Vermin's head, knocking it out of its misery.

As the grouped Vermin regained their feet, shrieking at Gwen...

"Gotcha." She said. "_Barst Los!"_

And the pillars slammed the Vermin into the air.

"_DIRRECTO!"_

And the tops of the pillars sprang up, seizing onto the Vermin's bodies, the lines of power growing taunt and then retracting, slamming the creatures into the playground so hard Gwen felt the vibrations beneath her feet.

That was the last of the lot near her...

And Fourarms was holding two of the three remainders in his lower arms, charging along with them as he barreled at the last one.

Who screamed and opened its mouth, its tongue shooting out like a frog's...except frogs didn't have spears at the end of their tongues, as said spear lanced at Fourarm's head.

Which was why it was good Fourarms had another set of hands to grab it.

"Ugh! I am not that kind of boy!" Fourarms yelled, as he yanked on the tongue, pulling the squealing creature into his upper set of arms, as he ran several more steps, tensed his legs...

And leapt, doing a backflip and thrusting his arms down, letting gravity carry his immensely heavy body and its screaming passengers down into the ground.

"DRAGON DRIVER!"

The impact didn't just shake the ground, Gwen could swear she bounced an inch or two.

Fourarms rose from the defeated bodies of his foes, his four eyes examining them. But they didn't get up, and as Ben watched, the dark power began flowing off of them into the ground, their bodies returning to normal.

"...Yeah. Mess with the best, go down like the rest."

Gwen let out her own breath, having inspected her own handiwork and the other Vermin. They were down and out, but if they had injuries, Gwen couldn't tell. Ben had been awfully rough...

"YEAH GWEN!"

And Gwen became aware of the cheering, as she turned in some surprised, amazed at just how many of the students had stuck around to watch the fight. Those idiots. What if she hadn't been here? Ben couldn't have stopped all the Vermin...

But she had been, and they were lauding her for it. Gwen let it wash over her.

"...heh." Gwen said, as she waved with a touch of shyness, once again recalling just why her cousin was always running headlong into danger. Once you got out, the rewards could be...quite appealing.

"HEY!" Fourarms yelled, as he watched Gwen soak in the cheers. "WHAT ABOUT ME? I..."

The beeping sounded again, and with a flash Ben was back again. He glanced at the Omnitrix, and then began stalking over to Gwen. She wasn't stealing the spotlight while...

"BEN! YEAH!" Came another voice, and suddenly the cheering shifted, as the kids cheered their alien hero, stopping Ben dead. Gwen glanced behind her, putting on her own expression of annoyance. Well, those were the breaks.

"...well, uh...thanks." Ben said, walking up next to Gwen, trying to adopt a poise of pure cool.

"...yeah. You too. Good work." Gwen said, as she did as well, posing back to back with her cousin as the crowd roared their approval and the sounds of sirens filled the air. Amazingly, the battle had lasted less then three minutes.

"...this is the last time. After this it's all me." Ben said.

"Just try to not be left behind." Gwen replied, and then the two resumed basking in the approval of the immediate public.

* * *

And up in the school, Kyrios adjusted the broken glasses. Well, from the materials he'd had to work with, he hadn't expected much.

And he'd gotten what he needed.

Still...that hadn't exactly been the best first showing.

"Perhaps drawing inspiration from Kafka's _Metamorphosis_ wasn't the most sound of options." Kyrios said as he turned around.

He hoped Ben enjoyed himself.

It'd be the last enjoyment he'd ever have.

And so Kyrios walked away, disappearing from his post, one last whisper floating across the room...

"_Omnes feriunt, ultima necat."_

And then he was gone.

* * *

"And well, after that, the police came and looked around and the ambulances came and took the kids away and I know the government was around there somewhere and I told the cops the usual and due to the fight they let school out and that was it!" Ben said at the dinner table, having related the story of the afternoon battle to his shocked parents.

"...and that was...it?" His mother Sandra said, looking a bit stunned. "...so...just where did those creatures come from?"

"Who knows?" Ben shrugged. "The cops couldn't find anything. And if the government had found anything, well...with Grandpa Max out of town, one of the town's Plumbers would have surely told me if they'd found anything wrong or dangerous by now. I haven't heard anything, so..." Ben said.

Sandra looked worried anyway. Ben couldn't blame her. She'd liked the quieter times when Ben was at home, especially after hearing just how much danger he'd gotten into last summer. Here was a reminder that quiet times may come, but they never stayed. If his father had an opinion, he didn't share it.

For Ben, it was a wonderful way to end school. He'd kicked some butt and gotten some praise. If there was anything better in life, Ben didn't know what it was.

"I'm done. Can I start packing Mom?" Ben grinned.

"...yes Ben. Yes. Go ahead." Sandra said.

Perhaps Ben caught the concern in her voice. Maybe he didn't.

In either case, he was still walking on air.

* * *

"Look Dad...I don't want to ruin his fun. But the way he so blithely wrote off the attack as just another adventure..." Carl Tennyson said some time later, on a cell phone, outside and away from Ben's prying ears.

"I know Carl. Trust me." Max said on the other end.

"Look, I'd never try and keep you two apart. This is a tradition. But after last year...Ben doesn't want a vacation. He wants an ODYSSEY. He wants endless excitement and thrills...and despite all the efforts that have been made...he's still just so _young _about it."

"I know."

"...is there anything you can do?"

Just maybe, Max thought. Just maybe enough to put a bullet in Ben's childhood and innocence. To take away his most prized possession. To remove him from danger...and the concept that he had any true freedom. Save his life, kill his heart.

What a great pair of choices.

"...maybe, son. Don't worry about it. My old friends might be retired, but they know their stuff. If no one found anything, then maybe there's nothing to be found."

"Then what attacked him?"

"...at times like these, I am just reminded of Hamlet, son." Max said. "There are more things in heaven and earth that can ever be dreamt of in your philosophy."

"These things didn't sound like they came from either place."

And that, to Max, was the scariest part.

Because that left one more direction.

* * *

Night had fallen.

Ben gleefully packed.

Gwen mirrored his actions.

And the older Tennysons sat in thought, far more concerned over the actions and lives of their children then the children themselves.

And back at Madison, the bulk of the investigating forces had long since left, to try and figure out what direction to go in. The area was sealed off and watched, but only by a few government guards.

Who never knew what hit them, as tendrils of shadow sprang from the darkness. A few seconds later, all were unconscious on the ground.

The being who still wore the flesh of Kyrios Carey stepped out onto the playground. Neither Ben or Gwen had noticed the power he'd used to transform and maintain the Ringers sinking into the ground after they'd been beaten, their attention (and quite purposely so) taken by the fact the children he'd turned into biological death machines had focused their attention.

The fact that said children had handled said biological death machines so easily was a testament to their talent.

It would not save them. They hadn't even begun to see a fraction of what he could do.

Not even an iota.

The blessing of his powers. Of the flawed ritual.

He'd stopped by to retrieve the discarded power. Once that was done, he'd withdraw and finalize his tactics, and then...

"I knew you'd come here."

The female voice drew Kyrios' eyes, his gaze falling on the purple clad young woman. She'd managed to shield herself from his basic senses. Not bad.

"I could tell from the way those energies left the husks. Why discard good power?" Charmcaster said. "You've sure changed a lot Ghostfreak. Whatever you've been taking, I want some."

Kyrios stared at Charmcaster for a moment.

"...I am sorry. You seem to have mistaken me for someone else." Kyrios said.

"You're not Ghostfreak?" Charmcaster said, arching an eyebrow. She'd seen some similarities...

"No. I am not this Ghostfreak." Kyrios said, kneeling down and placing his hand on the ground.

"Well good. He was kind of crazy anyway." Charmcaster said, thinking on her feet, even as Kyrios began to reclaim his power.

"Do you want something?" Kyrios asked rhetorically.

"It's not what I want. It's what I can give you." Charmcaster said. "I've seen your strength. But you don't know the ins and outs of this world's magics like I do. I want to offer my services."

Kyrios had no answer, as he continued to reclaim his power.

"Just think about it. Whatever you want, I can help you get it faster. Isn't that a good thing?"

Silence.

"...no. No...I do not think so, Charmcaster." Kyrios said, as he stood up, his recalled dark energies sinking into his host body. Charmcaster felt a brief prickle of ice in her spine. She had not told this being her name.

"You wish to help me for your own benefit. To ascertain what powers or gifts you could successfully steal away with while I am occupied with whatever troubles I may come to face. And even if you did not intend me treachery...no, Charmcaster. I do not require anything. Especially from such an insignificant annoyance."

Despite herself, Charmcaster felt her anger flare. He dared...!

"You think you're so much better then me?" She snarled, as she reached into her bag. "Don't think yourself so superior!"

"You have studied the eldrich arts for eight years. I have manipulated time to devote sole study to them for eight DECADES, and then I became serious about my lubrucations. I _am_ superior." Kyrios said matter of factly.

"Ah, but you're so tapped in that those in the know can know you, entity. And I know just what...!" Charmcaster said, hurling out her small brown orbs, the orbs expanding into her battle creatures.

Kyrios turned his black eyes on them.

The creatures EXPLODED, blasted apart by terrible force before they could even move, causing Charmcaster to recoil in shock. She hadn't expected them to last long, but she'd thought she'd at least have a few seconds to throw a proper spell to humble this entity. She hadn't expected him to be able to annihilate her creations just by LOOKING AT THEM...!

"And now you've gone and annoyed me." Kyrios said.

Charmcaster never saw him move.

She had magic to see what her eyes could not.

It saw nothing either.

As Kyrios was suddenly in front of her, seizing her chin between thumb and forefinger, and Charmcaster found herself looking straight into those terrible black eyes.

Into the literal heart of darkness. She froze, in body and mind.

"Charmcaster...Cynthia Eld. Likes to be called "Cyn", aka "Sin", because she believes herself so wicked, and such a witch. A wicked witch. Why don't we peel back the layers and see just what lays beyond, shall we?" Kyrios said, as blackness began to spill forth from his mortal body...and surge into Charmcaster's eyes.

She would have screamed.

She couldn't.

"Double double, toil and trouble, fire burn and cauldron bubble, double double, toil and trouble..." Kyrios hummed to himself, as his tendrils reached deep down into the young witch, tearing through her magical and mental defenses like they were nothing. "Something wicked this way comes."

He could see her. Right into her soul. The naked essence of her.

"Ah...a father who hated his brother. The green-tinted hate of envy." Kyrios said, as the darkness began to spill forth from his body again, forming into a cloaked being laid over the young pre-teen's form. "Your father hated your brother's powers, him being born so normal. And then you went and had the gall to show the spark as well...your uncle far too concerned with his own studies and desires for power to care, and your father displacing all his anger, all that hate...onto you. And a mother...who just sat back and let it all happen."

Right at the secrets she never admitted to anyone, lest of all herself.

"A rebellion, a fleeing, a learning...oh. A return. And making a blood sacrifice of the ones who should have protected and loved you. How much you must have hated them to kill them so." Kyrios said. "Except, for all your efforts since, all the times you've tried to tell yourself otherwise, how hard you've tried to glory in your black arts and great powers...sometimes you wake up. Wake up with tears on your cheeks. Because despite all the pain and suffering they inflicted on you, you cannot rid yourself of the fact that despite it all, _**you still loved them."**_

Charmcaster's eyes bloomed red, as tears of blood streaked down her face.

And Kyrios let her go.

"I have my demons. I have made my peace with them. I have no need for one who would deny them instead. It's what makes you so...very small." Kyrios said.

Charmcaster collapsed, a broken doll at Kyrios' feet.

"Worthless." Kyrios said.

As the form of shadow solidified, and with the strings cut, the body of Cyrus Carey collapsed in turn, leaving the figure standing there, his cloaks fluttering in the wind, looking down at Charmcaster with his black, bottomless eyes, the moon shining bright behind him.

_**Double, double, toil and trouble...**_

"I have been tasked, and I will execute it. As I will. I have no need of aid or assistance. I wish. Therefore I win."

_**Fire burn and cauldron bubble...**_

And despite the sheer horror still clawing through her, Charmcaster spoke once, a thin, terrified whisper.

"Who are you?"

_**Double double, toil and trouble...**_

"Who am I?" The figure said.

As he raised a hand.

And suddenly, blackness began to spill forth across the face of the full moon. And despite her shattered state, Charmcaster recognized what was happening.

He was not moving clouds.

He was not manipulating the vision of her eyes.

He was actually reaching out, across the void of space, and calling up enough power to summon enough darkness on the cold, dead rock that orbited the planet Earth to _**BLOCK OUT THE ENTIRE MOON.**_

A darkness that consumed all the light that she saw by, seemingly eating the illumination of the manmade sources as well.

And despite it all...

IT COULDN'T EXCEED THE BLACKNESS WITHIN HIS EYES.

_**Fire burn, and CAULDRON...BUBBLE...!**_

"I am the Lord." Said the Lord of the Night.

_**SOMETHING WICKED THIS WAY COMES!**_

_**END PREVIEW**_


	4. Sunset

Twilight Destroyer presents

**BEN 10**

in

(Utada Hikaru's _Sanctuary_ begins playing)

_**THE SHADOW AND THE FLAME**_

(And what follows is a stylized retelling of the initial Ben 10 series. Unfortunately as I lack several million dollars to make an appropriate animation, not to mention numerous copyrights, you will have to use your imagination in that regard. Just listen to the song with your eyes closed a few times. I'll wait...)

_My fears, my lies..._

_They melt away..._

_(Wonk uoy naht noitceffa erom deen I...)_

Ben's eyes blinked open. Guarding his eyes from the sunlight streaming in through his window, his sleepily contemplated the last images of the dream he'd just had.

...he really had to lay off the Square-Enix games.

Even IF they were masterpieces.

* * *

Chapter 4: Sunset

"In local news, no apparent cause has been discovered for the brief but total blackout that swept through Bellwood during the late hours of the previous night..." the local anchor said on the television, as Carl and Sandra Tennyson watched it from their kitchen table. It wasn't what they wanted to hear. Ben had been asleep when the abrupt blackout had occurred, but Carl and Sandra, having stayed up talking, were not.

People tended to be so used to the light pollution of cities that true darkness was unknown to them. This applied somewhat to real life as well: Carl remembered Ben expressing wonder on one of his father's camping trips that out in the forests the moon, which he could sometimes barely see in his home city, was so bright when full you could read by it. There were other sources of light, especially in cities: even if there was a power outage, one could usually find some dull illumination, usually lit by batteries.

True darkness was virtually nonexistent.

And yet that was exactly what had happened last night. Every single light in the Tennyson house had abruptly ceased. Worse, there seemed to be absolutely NO ambient light outside as well, even though Carl had SWORN it was a near full moon. The couple had, for several seconds, been plunged into a blackness so thick and absolute Carl couldn't see his hand in front of his face.

But before enough time had based for the surprise and shock to turn into serious fear, the lights had abruptly turned back on. In the end, Carl and Sandra had decided it was just a bizarre form of a rolling blackout.

Neither shared the opinion that it was something more than that.

Especially Sandra, who had been seized of a brief but terrifying notion while she sat there in the dark: that if she called out to her husband, he would not hear her. That this was not just an absence of light, it was a PRESENCE, something inhumanly malicious and vile, with plans and desires beyond comprehension...

But in the end the lights had come back on. And Sandra had said nothing.

And as they looked at each other, as they hear a familiar vehicle driving up, and their son's delighted cry of "Grandpa Max!", and watched through the window as Ben practically broke the speed limit running out of the house to greet him, they couldn't help but wonder if it somehow tied into their son.

And what it meant if it did.

* * *

The agency that Colonel Athol Rook was so heavily classified that it could be claimed that half of the unit's own members didn't know its designation, and hence some jokingly called it the NQA (No Questions Asked). All comedy aside, they had important jobs to do. And due to the "continuing problem" of Bellwood, there was a small unit of the organization stationed there full time. Normally, they just did a screening after Ben's battles to see what they could pick up (and if necessarily, snuff out). Maybe the retired Plumbers knew they were there, maybe not, but as far as Rook was concerned the matter was irrelevant. The retirees had done their job, and even continued to do it (like with the time controlling extraterrestrial, whose name was given as "Eon" once the crude translators of the time could find the closest English word that approximated his name), but when it came to the somewhat more...unpleasant matters, the NQA and its fellows did the job.

They did not like being stumped. And recently, it seemed like incidents where no apparent answer kept coming across his desk. Like a few days ago: there had been an inexplicable incident in a Montana forest where several square miles of the trees and plant life had abruptly been transformed into dead dust, yet a survivor, a human male was found amidst the strange devastation without a mark on him. Not to mention eyewitnesses information that "a black demon" had done it.

Rook didn't believe in demons, but he knew there was a lot of strange stuff in the world and beyond. But they could find nothing that matched their records.

And the US Government, for all the secret and non-secret organizations they had organized for their security, did not have one based on magic. As far as the government was concerned, that was still in the realm of fiction.

And now this. The Bellwood area had come under attack by strange creatures, creatures later revealed to be altered humans. The Tennyson boy and his cousin had managed to disable said creatures, but as soon as they had, they had somehow changed right back to normal. Testing done on the affection boys had found no chemicals, no viruses, no radiation, nothing that could have suggested what had inflicted such a drastic change on them and then reversed itself without leaving a single mark. And the NQA was VERY good at those kinds of tests. The odds of them missing something were about the same odds of Rook acquiring a plane made out of sugarcane and taking a sojourn to Neptune.

Questioning the boys had produced nothing in the way of answers: they all remembered being with their coach, a Norman Kennell, and then they remembered waking up in the hospital. Kennell himself was in a coma and could answer no questions. No eyewitness report could give any indication of what had caused the incident: not even the two Tennysons seemed to have a clue.

And then later that night, the guards assigned to look after the site for the moment had lost contact: none of them could recall what hit them. But that was small change to what had happened next.

The satellite that was constantly focused on Bellwood had lost it.

As in, one moment it had been reading the city, and the next it had disappeared, 'blipping' off its readings.

Even accounting for mechanical and computer errors, and there were more then a few, A CITY DID NOT JUST UP AND DISAPPEAR!

And according to information gathered since then, it hadn't. It had just experienced some kind of blackout. An absolute blackout. People had reported they thought they even saw the moon disappear.

And the recovering agents had found two bodies on the field afterward.

One, a Cyrus Carey, was a young student who went to Bellwood...whose parents had frantically called the police a few hours earlier to report him missing. When Cyrus had woken up in the hospital, he had been interrogated thoroughly (and gently: despite what a lot of fiction said, hidden government agencies were not by their nature power-crazed monsters. They had their problems...but they weren't monsters. At least Rook liked to think so. Maybe he was the wrong one to ask), but he could offer no explanation for how he'd come to be there. His last memory had been going to bed Thursday night. And despite their expert prodding, the agents had been unable to recover any memory or reveal a lie. Rook was trying to locate information to see if Cyrus had been at school that day, though he was going to be at even more of a loss if it turned out he had been.

And the other had been Cythnia "Charmcaster" Eld, a known criminal wanted in connection to various crimes across the states via "an unknown metahuman power that has defied efforts to classify" (how could magic exist? That's ridiculous!). Unlike Cyrus, she couldn't tell them anything. She had been found in a state of complete catatonia, unresponsive to any outside stimuli.

Except, as he was being told, when the building where she was being held/treated had turned out the lights in the room she was in.

"She started screaming?" Rook said to his subordinate, a Lieutenant Woodson.

"Loudly sir. Like she was being subjected to torture. I think the whole building heard it." Woodson replied, clearly unnerved by the whole experience.

"And then what happened?"

"Well, um, response was immediate as you might assume. Reports say when they turned the light on the female was sitting straight up in bed. Her eyes were not believed to have any apparent fixation. And once the lights had been returned to the room, she promptly collapsed back into bed and resumed being unresponsive."

"...and what happened when someone inevitably turned the lights off again to see if the outburst replicated itself?"

"...the same sir." Woodson said with some distaste.

"...keep her under surveillance. Continue tests. And if I hear even the slightest hint that someone decided to flick the light switch on and off for ANY reason I'll have that person courtsmartialed so hard their children will be serving time in military prisons."

"Yessir." Came the nervous reply, and Woodson signed off.

Leaving Rook with no answers and more mysteries.

And one burning question.

Just how much of it was related to the Tennyson child?

* * *

Ben was, as usual, oblivious to the chaos surrounding him, as he was currently saying goodbye to the family's Golden Retriever, Turtle.

He was also unaware of his parents and grandfather watching him through the window.

"...there is a possibility." Max finally said, turning back to his son and daughter in law. It was tradition for him to have a coffee with Ben's parents before he set off, but never had the conversation been this tense.

Carl and Sandra had wanted to tell him about the strange blackout, but as it turned out, Max already knew. He had heard through his Plumber contacts.

Now why, considering the strangeness they had usually dealt with, would they want to tell Max about something like a blackout?

Because some of those old co-workers had special setups in or beneath their houses, a leftover of the need to hide some of the discoveries the Plumbers had made. They were all designed to function specifically in event of a power outage. Half of them were hardened against an EMP. Had this been a normal blackout, they would have continued operating as normal.

They hadn't.

The fact that all of his compatriot's equipment had turned themselves off at the exact same time, and what had happened at that exact same time of an "absolute blackout"...even if Max had never looked at an army recruitment poster in his life, he would have found that strange. With what he did know...

But he was not telling his grandson's parents that it was possible it was related to Ben. They knew that, and the stress and fear of it were clear on their faces.

Max's heart went out to them. Carl had always been a bit free in his methods of raising his son, a fact mirrored by Sandra, but it had been tempered with enough sense that Ben was merely a rambunctious mischievous pre-teen rather then an out of control hellion (imagine if a Ben like that had gotten the Omnitrix!). Maybe it had to do with how much business had taken Max away from Carl's side during his own childhood. The fact that said business had probably ensured Carl had a childhood and a life to raise a son had eventually been understood by the engineer. But that lack of understanding showed in how Ben had been raised, and how he was. How Carl looked at the world.

And he and Sandra had tried to process the concept of the Omnitrix, of Ben mutating his body with alien DNA and using the bodies that resulted to do good deeds. And of the dangers that sought him out now for what he had. Carl had seen Vilgax up close and personal. And considering the inconclusive evidence gathered at the site of the explosion where Vilgax had seemingly been killed, he might see the Chimera Sui Generis again before his life was over and done, as much as Max hated to admit it. Vilgax had survived a nuclear weapon, and that had been BEFORE his biological enhancements. A gas explosion, even as potent as the one Vilgax had been subjected to...the odds did not favor the preferred option.

They'd tried...but they were only human, and parents as well. And the idea that this was Ben's life now, started so young, and so much potential danger...

And so Max was telling them that there might be a way to remove the Omnitrix, and with it, all the possible danger and harm that could befall their son.

"...you understand what this could possibly do." Max said. Ben's parents were silent. "Even if it works without problems."

"...he'd recover, wouldn't he?" Sandra asked.

"...I think Ben can do anything. Even the hard things in life." Max said. "...but..."

Silence again.

"It would change him." Max said. "Even if he understood the reasons, he'd still resent it. At his age...it's a dice roll. It might be for the better...it may result in a turn for the worse. But if doing nothing is better...even I can't say."

Silence again filled the kitchen.

"...don't wreck his vacation." Carl eventually said. "...just do your best, Dad."

The trust in those words was heartening...but it was also heavy. Carl was entrusting his father not just with his son's life, but his future. Whatever that might be.

Turtle abruptly padded in, heading to Carl's side. Carl petted the dog absentmindedly.

"He's going to miss him." Sandra noted.

Max saw the subtext under the words. They'd gotten the dog for a family pet, assumingly...but there was another reason, perhaps one even Sandra and Carl didn't realize. They were trying to re-affirm Ben's connection to his family. Keep him grounded. Lest the Omnitrix convince him to continue soaring...and possibly never coming back. What was a family, with nightly dinners and a movie every third weekend, and how could it compare to the thrills of exceeding one's limits and shooting to the top of the world, basking in the adulation of those you aided in the way?

What was it, save what you came back to when you finally grew weary of such actions.

And sometimes there was no return.

As the saying went, sometimes you couldn't go home again.

* * *

Ben was, as mentioned, oblivious to all this deep thought. He was devoting his mental energies to something else.

Specifically, poking around the Rustbucket. Once it had been revealed that the old mobile home had a lot more to it then it seemed, one of Ben's small joys was poking around and looking for hidden buttons and switches. Sometimes they held small compartments with sweets Max didn't want Ben sneaking before dinner. And his grandfather had mentioned he'd been overhauling the old girl. Which meant there might be new stuff.

And since his grandpa was in and talking with his parents, and Gwen wasn't around to spoil his fun, this seemed like the best time to hunt around and try and uncover some secrets.

Unfortunately, all Ben had found so far was Plumber equipment, which he was careful not to touch. Having just been struck by inspiration, he was now poking around the fridge.

An old hidden compartment that had once held sweets was revealed to just have processed cheese in it now, but Ben, on an odd whim, removed the cheese and felt around inside the compartment.

He found the button inside, and with a small click the wall next to the fridge opened. Delighted with himself, Ben put the cheese back and closed the fridge door, stepping over to see what he'd found.

It was not what he expected. It wasn't sweets, or Plumber stuff, or anything Ben had expected. Instead, Ben found himself staring at a gun on a stand.

And this wasn't one of the high-tech guns that Max had sometimes brought along to deal with problems. This was an old fashioned automatic handgun, a M1911 handgun to be precise (though Ben didn't know that). It was polished and set with silver, and as Ben stared at it, he noted that there was a word embossed along the barrel.

Despite himself, Ben leaned in to see, though he kept his hands lowered. The word was a name. Chekov.

"I was hoping you wouldn't find that."

Ben almost hit the roof, he was so startled. He whirled around to find his grandfather there, having come in while Ben was so absorbed by his unexpected find, he didn't even hear the door opening.

"Uh, Grandpa...hi?" Ben said lamely.

"...Ben. I trust that you realize that this object is not a toy." Max said as he properly got into the Rustbucket and walked to the opposite side of the uncovered handgun. Ben stared for a moment, then nodded solemnly.

"...if you were anyone else, I would remove this immediately and find a new spot for it. But..." Max said, looking grimly thoughtful. "Remember, Ben. I trust you on this."

"...yeah." Ben said, realizing what his grandfather was saying. That if it was called for...Ben could use the weapon. But only if it was called for.

But the weapon in and of itself didn't make much sense. Ben was CERTAIN neither the gun or the hidden compartment had been here last summer, so...

"Why?" Ben said.

Max looked at him a moment.

"...it was a gift. A present, and a reminder." Max said, looking at the firearm. Ben stared, wondering what kind of nutcase thought it was appropriate to give deadly weapons as mementos.

"The Plumber organization...it had something of a haphazard development in its early days." Max said. "Extraterrestrials and their like had visited Earth before...but surveillance and observation technology only got advanced enough after the second World War to start seeing them with any sense of accuracy. And that was when they were asleep at the switch and weren't hiding themselves...as a result, the initial structure was a mess. Budget would be rejected and then approved the next day, people were placed and then removed a week later, and it seemed like half the people in charge thought the whole concept was either insane or a Communist plot, and in either case they were being punished. It got better, but..." Max said, as he scratched the back of his head. "There was a crash landing one night, in those early days. With the snarl, we couldn't get proper equipment, so we were forced to investigate with nothing but standard issue material. This sidearm was part of it."

Max paused, and even Ben sensed that he was going over memories he had not thought of for some time.

"There were five of us. Myself, three men I barely knew...and an old friend of mine, Roth. He did a great impression of Chekov from _Star Trek_, so that became his nickname. The species that had crash landed were called the Dalovians. Normally they're cordial, that is, not unfriendly...but the crash landing had damaged their ship, and somehow altered the gas mixture they breathed. It drove them crazy...and we walked into the middle of it. When all was said and done, Roth and I were the only survivors. The other three didn't make it. Primarily because our weapons did nothing against the mad Dalovians. They had pretty thick skin, you see." Max said, almost offhand. "To survive, we had to improvise...we did. The crashed ship straightened things out with the people in charge of us: there was enough proof to show that why we were being formed was valid. Things went smoother from there."

Max paused again, sighing and looking at the weapon.

"It was thirty years since that. Roth's still alive, has his own family up in Washington. He gave me this a few months ago. As a reminder." Max said. "Sometimes the solutions have nothing to do with the weapon. And sometimes...what it represents is all that will serve."

Ben blinked, feeling a touch overwhelmed.

"Anyway, remember what I said. It IS loaded, though in the dampening field that encases the compartment it won't be jarred or bumped to fire accidentally. Hopefully, you'll never see it again. But after last summer Ben...well, better to be prepared. Even though this is one preparation I could have done without." Max said, as he closed the compartment up. "And don't go sneaking around the Rustbucket. Next time I won't be so forgiving."

"...kay." Ben said.

"Now, let's go get your cousin." Max said, trying to lighten the heavy mood. It worked, as Ben made a disgusted face.

"Can't we just go to the nearest farm, pick up a pig, and pretend?" Ben groused.

"No, that would probably turn out worse." Max said as he sat down in the front seat.

"Says WHO?"

"Trust me, when you get to be my age, you know these things." Max said, and started up the Rustbucket. Ben sat down, pretending to be much crosser then he actually was.

He never saw his parents watching him as he left.

* * *

Charmcaster was lost, so very very lost...

He'd branded her, that terrible being, that Lord of the Night. For all she'd learned, he'd reached right into her and seared her with a mark worse than any heat, shattering all her sense of bearing and self, leaving her adrift in the broken mess that was her subconscious.

He was watching her.

He'd left long ago, and yet he still watched her. At the crack of her vision. In the edges of the chaos. That consuming black gaze. No mad joy or cruelty or disgust in it. Just an everpresent gaze.

An everpresent reminder.

_Worthless..._

She screamed into the void, the sound consumed and rendered mute. She clawed at the walls, and made no markings. She fought and thrashed and agonized, and yet remained unmoving.

Trapped. Transfixed. Sealed away in her own heart of darkness.

The horror.

The horror.

* * *

Ben had never been the most observant type, but even he could tell when something was wrong.

Once Gwen had been picked up, and the usual initial verbal jabs at each other had been exchanged, Max had returned to the front of the Rustbucket and resumed driving. After a few more exchanges that left Ben grouchy, having lost again, Gwen had begun looking at the books she had brought, apparently prefering them to sparring with her cousin.

What bothered Ben, when he came to realize it, was that his grandfather hadn't come to interfere. True, it hadn't been that heated...but he hadn't even tossed a comment or request over his shoulder. And when Ben had glanced at him, he'd seen that his grandfather was sitting still at the seat, driving and clearly in deep thought. Ben had seen him in that mood a couple of times. It usually meant he was working something out.

But what had caused it so early in the trip? Was it Ben finding the gun? But no, Grandpa Max had said he trusted Ben with that knowledge. So what was it?

Ben thought of asking, but decided against it. If it was important, his grandfather would tell him.

But with Max in his "drive zen" state, and Gwen buried in her magic books (looking for more ways to show him up, he bet. She'd better think again!), and with no destination given, Ben found himself without anything to do. Lacking other options, he brought out his grandfather's laptop and booted it up. How had people lived in the days before the Internet?

But after killing a few hours online, most of which Ben spent with headphones on as he surfed video upload sites for anything interesting (most of which ended up being Abridged series and music videos. There was a real popular cartoon that had just been released in Japan that was showing up a lot in music videos. As far as Ben could tell, it involved robots. And explosions. And drills. Lots and lots of drills. The series seemed to have a THING about drills), Ben was dismayed to find his grandfather was STILL in the "drive zen" state. Whatever he was thinking of, he was clearly doing it a lot. As for his cousin...

"Hey Ben, look at this!"

And Ben abruptly found what appeared to be a mirror floating in front of him. He looked at it in some surprise.

"...what's this? Does the mirror need to know who's the coolest of them all?" Ben said, as he admired himself. Ah, he looked good! And...

He was shrinking.

Not he himself. His reflection. Ben stared in surprise as his reflection ceased being that, as Mirror Ben shrank down and abruptly turned into an infant, which proceeded to make a giant racket as it thrashed on the mirror.

"HEY! WHAT THE HELL!" Ben cursed, trying to move the magical construct. He heard his cousin laughing, and then Gwen's arm snaked around the mirror and pushed it aside, the image of baby Ben freezing on it.

"What's wrong? Don't like what you see?"

"I am not a baby! That mirror doesn't know how to do it's job! Sorta like you! At being...good! And...the usual!" Ben tried, and groaned inwardly at its lameness. Gwen chuckled again.

"New spell I picked up. The mirror serves in three fashions. It can show you what you think of yourself. It can show you what others think of you." Gwen said, her eyes twinkling and giving away that that was why baby Ben had showed up. "And the last one can show you what you really are. So tell me Ben, which version do you think I was using?"

Ben just glared at his cousin, who put on her best innocence face. As she dismissed the mirror, Ben realized she had taken advantage of his distraction to steal the computer, and directed another glare at her.

"You've had this for hours. You'll live." Gwen said, as she typed. Ben sighed: maybe he would live, but it would be a boring life.

Gwen had one of her spellbooks with her, and Ben, lacking anything better to do, pulled it over to glance at it. It seemed to be open to the mirror spell, but Ben couldn't tell for certain: the language of the book, though it SEEMED to be English, was so elaborately scripted and packed together that Ben would probably have an easier time reading Egyptian hieroglyphics. But it seemed to be the mirror spell: the design indicated the three variants: how you see yourself, how others see you, what you truly are...

...and the next page seemed to somehow relate to that, though Ben couldn't discern how.

"Hey!" Gwen said, finally noticing Ben looking at her book, as she snatched it away. Ben smirked.

"What, you worried I'll learn spells and leave you totally, uh...not needed?"

"This isn't a remote control Ben. You try chanting, or even speaking these words without knowing what you're doing, you could get hurt. Or worse." Gwen said, as she closed the book. "Don't futz around with these in an attempt to make me look bad. It won't help you."

"Yeah yeah yeah." Ben commented. "What's the rest of the spell do?"

"What?"

"That stupid mirror, it had some related something on the other page. What's that do, make everyone else see what you think so you can pretend you're not fugly?"

"...no Ben. It doesn't." Gwen said, and then to Ben's surprise leaned in. "That's the...impression followup."

"The what?"

"Quiet. I don't want Grandpa Max to hear about it. It's a follow up part of the spell...it can impress whatever the mirror shows on you."

"What?"

"...it can turn you, temporarily, into whatever the reflection is." Gwen said.

Ben thought about that for a moment, and then paled slightly. If Gwen had cast that...

"It's powerful, but dangerous. You can improve yourself, or cripple an enemy...but you can't control what they could potentially become half the time. Or yourself. I'd have never used it, but...if Grandpa finds out, I suspect he'll give a very good argument for tearing that page out of my book. And you never know when it might be...useful." Gwen said. "...Ben, if we get in a fight, can I trust you not to use this?"

Ben was momentarily confused, then realized his cousin wasn't asking him to not use the spell, but not blurt out its existence to their grandfather in an attempt to one-up her.

And for another moment, Ben felt deeply annoyed. What had happened to the simple dislike he and his cousin had shared? Now it was getting all complicated and tangled, with honor bonds and accidental omissions and all that jazz. He LIKED making fun of Gwen! Why was the fun getting spoiled?

If that was part of growing up, then Ben was tempted to seek out Neverland.

"...So! What's happening in whatever loser circle you belong to on there?" Ben said, pointing at the computer.

"Quiet Ben." Gwen replied, as she studied something on the screen. "I'm checking the latest news in magical matters."

"There are websites for that?" Ben said, somewhat surprised.

"Oh yes. Not everyone who learns the ways of the ancient times lives in them. They're out there, if you have the gift, and know where to look." Gwen said.

"So?"

"Well, one thing. Everyone's talking about some "impact ripple". Something went through the fields of magic, and no one knows what it is. I think I felt it myself: I woke up that night that all the initial reports came from with a headache. It faded after an aspirin." Gwen said. "No one knows what it was for certain. All kinds of theories. A larger ripple from another dimension, a forbidden magical duel, the failed attempt to create an item of power...no one knows."

"...so why would I care?"

"...that field is an intrinsic part of our world, Ben."

"It's what now?"

"It's important. You know the pebble in the pond metaphor?"

"...that's the one with the ripples reaching everything, right? You're saying it could reach us?"

"Do you know of the chaos theory effect Ben? The theory that if a butterfly flaps its wings, it triggers a chain reaction of events that eventually cause a hurricane across the world?"

"I think I hear something about that..." Ben said, looking confused, not sure where this was going.

"...maybe it won't affect US...but it might affect something else, which could affect something else...until it does affect us. It's not good for an unknown event to just come out of nowhere and slam against the status quote...something could break. It would repair itself, but for a brief time...well, let's just hope it didn't affect the dimensional framework."

"Pssssah! Anything bad comes through from anywhere, I'll just kick its butt!" Ben said, slapping his fingers against the Omnitrix. Gwen rolled her eyes.

"You're incorrigible."

"And don't you forget it!" Ben said. Gwen rolled her eyes again and abandoned the computer to her cousin, returning to her magic books.

And Ben's good mood quickly faded when he realized that his grandfather was STILL in "drive zen". What was he trying to do, puzzle out a cure for cancer?

Ben sighed as he pulled the laptop back to him, checked the battery, and plugged it in to recharge while he resumed surfing.

But the time he spent looking around the TV Tropes Collection and the Let's Play Archive provided only empty comfort, and as the sun began to set on the horizon, Ben found himself growing worried.

"Ben!"

The sudden call of his grandfather startled the young child, as he turned around.

"Bring the laptop here, would you?" Max said, as he put the Rustbucket on auto-drive: with it on, Max could comfortably read a newspaper and have the vehicle drive itself, provided the streets weren't too complicated.

Ben brought it over, and Max typed briefly, keeping the screen away from Ben.

"I've been trying to decide what to do first, and I think I have something." Max said, as he turned the laptop to face Ben. "A Renaissance Fair. It's somewhat far, a few days' constant drive, but I have it on good authority it's high quality. What do you say? Want to take a look at how the world was like when I was your age?"

Ben, despite himself, found himself snickering. Max grinned, ruffling his grandson's hair.

And with that Ben forgot his worries. Whatever was bothering his grandfather, he seemed to have gotten over it. Time to have fun.

And if the Fair ended up serving them Forever Knights, well, so much the better. Ben had an itchy trigger finger.

The child never once suspected the typing had not been searching. It had been sending an email on a heavily encrypted line to people Max was actively coming to dislike.

They'd turned his trip into a reporting on his grandson.

And the thing that really bothered Max, something he was now hiding from his grandchildren, was that this was the best of a bad lot of options.

* * *

(A side note from the writer here...

1) If anyone can tell me exactly where Bellwood is supposed to be, if it was ever given, much appreciated.

2) In case you want to visit them yourselves: www dot tvtropes dot org and www dot letsplayarchive dot com. Replace the "dots" with periods.

We now return to your regularly scheduled fanfic)

* * *

By the time the sun was about ready to completely dip over the horizon, Max had found a camping site and pulled over, setting the Rustbucket up for the night.

And while Ben and Gwen argued over whether to cook hot dogs or corn over the fire, he took the time to sneak away and make a phone call.

"I've told them, when they've finished fully producing and testing their device, that I'll try to present it to Ben. Make it as gentle as possible." Max said on the phone. "After considering everything...it's just too dangerous."

"...thank you Maxwell." Sandra Tennyson said on the other line. Max was aware of a dog barking in the background of the conversation.

"Though that might be several months away. Just so you know." Max said. Sandra pressed the phone to her ear, as her husband walked into the kitchen.

"I understand." Sandra replied.

"Man, what's wrong with Turtle? Something's really bothering him." Carl said. Max heard him faintly in the background of his own call. "Hey! What's wrong boy? What's wrong?"

"Sounds like he does miss Ben." Max said, as Carl continued to call out in the background.

"Yes...yes he does."

Max heard a faint shuffling noise, some muffled conversation, and then more shuffling.

"Carl's going to take a look outside. Make sure everything's all right."

"...you think that's a good idea?"

"I don't know what's a good idea any more." Sandra said, holding the phone against her other ear. "So where are you now?"

Max blinked.

"...we headed north. Might take another look at the Nation's capital. Get that out of the way first."

"Yes, Ben doesn't like that stuff. Well, have fun. We'll call again soon." Sandra said, and hung up.

Max took the phone away from his ear, staring at it.

And wondering why he'd lied to his daughter in law. They hadn't gone north.

And suddenly, on a whim, Max was dialing another number.

"...Weddington? It's Tennyson. Could you please go and check on my son's house? Just make sure...nothing's wrong?"

Weddington asked the older man just what he thought might be wrong.

"...I really don't know."

* * *

And that, as it turned out, was probably a blessing.

As Sandra Tennyson looked away from the phone and to her other arm, down it...and the blade of darkness extending from it, impaled right through Carl Tennyson's head.

With eerie calmness, "Sandra" hung up the phone.  
"Despite my efforts, I suspect he was on to me..." "Sandra" said, as the Lord's visage extended from her features, as Carl's Tennyson's terrified eyes grew all the wider...but wait, shouldn't he be dead?

"You know, with the movie scene this draws such strong parallels to, you should probably be grateful this is just a paralyzing mindprobe and not a steel blade...though with the sense of violation you're probably experiencing, that's likely little comfort..." The Lord said. "So I will say this: you won't remember it, Mr. Tennyson. Nor will you remember this. My attempts to get information have not borne fruit, and while I have other methods...this annoys me. Greatly. And because of that, when I find your son, and I _will_ find your son, by whatever means necessary, it won't be simple. No. Instead, I'm going to rip him apart molecule by molecule and memory by memory until there's nothing left but screaming, traumatized _**ATOMS**__."_

And the Lord yanked the mind probe free, and Carl Tennyson collapsed, even as the shadow god finished stepping out of Sandra's body, as she joined her husband on the floor.

Normally, he'd have just left them there, but the Lord had a strong suspicion that Maxwell, the grand-patriarch of this clan, would be sending someone over to check on them. Finding them on the floor with blank spots in their memories would raise questions. The Lord needed a cover.

Some might ask him, as he carried the two into the bed, putting their unconscious forms on the couch, why he didn't just kill them. He was the Lord, after all. He'd committed genocide, and felt no remorse. And still didn't.

But that had been a long time ago, and many hard lessons. And in this case, the Lord had simply concluded killing the child's parents was not tactically sound. It would drive a spike through the heart of the child, no doubt...and that would in turn, more likely than not, set off an eruption of unstoppable anger where the child would enter a state where he would simply be too mad and too stupid to understand he was supposed to fall down and die. And then the effect would repeat with the grandfather. Chances are the young sorceress would pick up some residuals. And then the whole task would become more trouble then it was worth.

In this case, harming the parents would not do.

The Lord knew of many other ways to cut just as deep, and deeper.

And so, he left them on the couch, as if they'd decided to sit down, feeling tired, as the Lord went down into the basement. He located the furnace and made the appropriate "damages" that would suggest the materials had worn out over time, rather then an abrupt break. As smart as Maxwell was, the Lord doubt he knew the symptoms of carbon monoxide poisoning off the top of his head. And if if he had any competence, whatever aid he had summoned would arrive long before the people in the house succumbed to the actual toxin.

Too bad their batteries in their CO detector were dead. Should have checked them more often. The Lord sucked them dry to make sure.

Sandra's strangeness would be attributed to feeling fuzzy-headed. One of the signs of CO poisoning was fatigue, after all.

She wouldn't remember being possessed by the architect of her son's destruction.

Neither would Carl. The Lord tweaked both their memories on the way out to be sure.

They were among the easiest things to manipulate.

Humans were experts at lying to themselves on their own volition, after all.

The sun had fully crossed the edge of the earth, leaving just the faintest hint of daylight as the Lord stepped out of the Tennyson house.

And found Turtle in front of him, hackles raised, growling in a low tone at the Lord.

The Lord stared at the dog, little more then a puppy, trying to defend heath and home. Turtle continued to growl.

"...be smart about this now." The Lord said. "Come on. Shoo."

And with a whine, Turtle retreated, the flight instinct finally overwhelming the fight one. The Lord stepped aside, and a moment later Turtle bounded into the house. The Lord gestured behind himself, closing and locking the door.

A concerned dog looking over his master's bodies would help with the illusion.

As for Ben Tennyson...

The Lord had been close to him. Sampled the unique energy of his device. If it was one of a kind, it would just be a matter of locating it. And then going there.

Which might prove something of a problem in and of itself. The Lord's powers, despite his efforts, had not quite fully steadied. And this world's own aura was...not quite gelling with his. It was a small problem, but for what he was about to do, the Lord expected some kind of error. He might get where was going, but it wouldn't be instantaneous, perhaps.

The Lord could live with that.

If his state of existence could be classified as "living".

The Lord raised his hands, calling on his powers, as black mist and crackling energy emerged from his form, engulfing the surrounding area, as the Lord sought out the energy signal...

...there it was.

"One two, you hear the clock ticking. Tick, tock, you're about to stop living." The Lord said quietly to himself, as a massive black glyph glowed on the ground beneath him. "Tick, tock. I want you to remember me. Tick, tock. But the dead don't have no memory. I'm coming."

And with a massive cracking noise, the Lord was gone.

* * *

A few days later...

Somewhere in Kentucky.

"Well, that's good to know." Max said on the phone, as Ben and Gwen argued whether to cook pancakes or bacon on the breakfast fire. Apparently his suspicions that something was wrong had been based on something: Weddington had found his son and daughter and law passed out in their living room. Apparently there'd been a CO leak, and the batteries in their warning system had given out beforehand. They'd had a close call, but they'd be okay. Sandra had spoken to him again, telling him how she remembered feeling odd when she was talking to Max, roughly before they'd passed out in the living room.

But, as Carl was now assuring Max, everything was all right now...and it was probably best not to tell Ben. Why ruin his fun with unneeded worries?

And so, when Max hung up, it seemed the problems were solved.

...right?

* * *

Somewhere, on a heavily clouded day, in the forests of British Columbia...

"I had expected some troubles with the shifting process." The Lord said. "Like, perhaps, I would arrive at the needed spot at a later point in time. But my process was designed to bring me to the strongest source of the energy I was seeking, and since at the time I believed that to be unique, I essentially let the procedure run on autopilot. I believed it would take me to Benjamin Tennyson. And while I admit this world holds some secrets, I know this. You are NOT Benjamin Tennyson."

And the Lord glanced up at the giant of chaotic amalgamated forms before him, as they stood among the tall trees.

"So who are you?"

Kevin 11 smirked.

"Trouble."

That one word told the Lord everything on how this process was going to play itself out.

How...bothersome.

"Oh?" The Lord said, as he raised a hand.

As the fingers began to elongate and sharpen, forming into cruel cutting claws.

"For who?"

* * *

_Next Time..._

"Tennyson is mine, you bastard! I'll rip you apart!"

"So you believe yourself to have sole control of his fate?"

"You're dead!"

"I will show you the differences between us amalgam. I will win...without touching you."

"_**MONSTER"**_


End file.
